Contract dispute; Elements of fraud or negligent misrepresentation; Roberts v Saffell; Principle that fraud must be pled with specificity; MCR 2.112(B)(1); A promissory note as a written contract; Principle that a promise by a bank must be in writing; MCL 566.132(2); Partial performance; Zander v Ogihara Corp; Promissory estoppel; Whether a valid release existed; Negligence; Lelito v Monroe; Duty

The court held that the trial court did not err by granting defendant-bank summary disposition of plaintiffs-business owner’s (Lammy) and businesses’ claims. Lammy engaged with defendant to fund the buyout of his partner in their concrete business (Livingston) and refinance the debt of his other business (Modern). The parties eventually agreed on two loans: the Livingston loan and the Modern loan. After closing the Livingston loan, Lammy objected to changes in the amount of the notes and the payment terms of the Modern loan from the initial proposal. Plaintiffs later sued defendant alleging it negligently engaged in self-dealing and unilaterally changed the terms of the loans, breached its fiduciary duty by failing to properly distribute the Modern loan proceeds to plaintiffs, rather than itself, and “engaged in constructive fraud and misrepresentation by waiting to disclose unilateral changes to the final loan documents until plaintiffs had no choice but to close on the loans.” On appeal, as to plaintiffs’ fraud claim, the court concluded that because “MCL 566.132(2) clearly and unambiguously imposes an evidentiary burden for any claim seeking to enforce a promise by a financial institution, plaintiffs cannot avoid the statute of frauds by framing his request to enforce an oral promise as a fraud claim.” And because each of the notes were “for a term greater than one year, defendant’s partial performance of an alleged oral promise did not exempt application of MCL 566.132(2).” Further, defendant’s “failure to disclose a last-minute material change to the payment terms of the Modern loan” was not fraudulent, and plaintiffs’ “reliance on promissory estoppel to advance its fraud claim, which sought to enforce an oral promise against a financial institution, was barred.” The court also rejected their claim that “(1) no release provision as to the Modern loan exists and, therefore, defendant’s reliance on the release provision was misplaced, and (2) the release provision did not apply to plaintiffs’ claims asserted after the Livingston loan was closed.” Because plaintiffs did not “dispute their voluntary agreement to, and signature on, the release provision, the trial court properly concluded the release provision barred” their claims as to the Livingston loan, and “made no error with respect to the release.” Finally, the trial court did not err by dismissing the negligence claims, as it “properly found that plaintiffs failed to establish any duty arising outside of defendant’s contractual relationship with plaintiffs.” Affirmed.