Alleged breach of contract involving the distribution of proceeds after the sale of a gas station; Motion for judgment notwithstanding the verdict (JNOV) or a new trial; Declaratory relief; Lansing Sch Educ Ass’n v Lansing Bd of Educ (On Remand); Action for an accounting; MCL 450.4503(5); Boyd v Nelson Credit Ctrs, Inc; The 6-year limitations period for breach of contract; MCL 600.5807; Prior breach; Costs & attorney fees under the offer of judgment rule; MCR 2.405; The interest-of-justice exception; Reasonableness; Smith v Khouri

Finding no errors requiring reversal, the court affirmed the trial court’s judgment in this breach of contract case. Plaintiff-Esmael agreed to contribute one-third of the down payment needed to purchase a gas station with defendant-Shekoohfar, and the parties signed an equity agreement. Shekoohfar did not provide quarterly reports to Esmael or a copy of the federal income tax return filed each year, although he did provide tax returns for the previous four tax years in 2012. Plaintiffs filed suit and defendants counterclaimed for breach of contract. The gas station was sold in 2021, and defendants did not provide any portion of the proceeds to plaintiffs. The trial court entered its judgment, after a jury trial, awarding plaintiffs zero dollars and awarding defendants $60,000 plus attorney fees and costs on their counterclaim. It denied plaintiffs' motions for JNOV or a new trial and denied their request that it rule on their claims for declaratory relief and equitable accounting. On appeal, the court found the trial court did not err by denying plaintiffs’ motion for JNOV, noting the parties’ agreement actually entitled plaintiffs “to one-third of any ‘equity that Shekoohfar realizes’ upon the sale. Shekoohfar testified that the gas station business had significant liabilities that needed to be paid from the sale proceeds, and that there was no remaining equity to distribute. Reasonable jurors could have concluded that there was simply no profit or equity to distribute to plaintiffs.” The court also found the trial court did not err by denying plaintiffs’ claims for declaratory relief and an accounting, noting they had “no need for declaratory relief to guide future conduct when their claims for damages were based on alleged breaches of contract that have already occurred.” And they failed to explain how discovery was insufficient. The court further found the trial court did not err by denying their motions regarding defendants’ counterclaim for breach of contract. First, “defendants responded to plaintiffs’ motion by setting forth specific facts that they argued showed a genuine issue of material fact, supported by documentary evidence such as deposition testimony and financial documents.” Second, a “reasonable jury could conclude that plaintiffs suffered no actual damages from Shekoohfar’s breach” nor did they show how his “breach was ‘substantial.’” Finally, the court found the trial court did not by awarding defendants attorney fees under the offer-of-judgment rule, or in its determination of the reasonableness of the award. “[T]he trial court did not abuse its discretion by awarding actual costs and declining to apply the interest-of-justice exception” or by finding “the fees requested were reasonable, notwithstanding the fact that it did not make explicit findings on every Smith factor.”