Offer of judgment; Abandoned issue; MCR 2.405(A)(1); “Offer”; “Sum certain”; Knue v Smith; Tortious interference with a contract or business expectancy; Sanctions for submitting a frivolous filing under MCL 600.2591

The court held that under “the circumstances, the offer of judgment would culminate in the sale of a business, including a medical-marijuana provisioning center license, which is something other than a judgment for a sum certain. Under Knue and the plain language of MCR 2.405(A)(1), the offer-of-judgment rule did not apply to the offer made by defendants,” and they were not entitled to costs and fees under the rule. Also, they “did not present evidence that plaintiffs acted fraudulently and with malice or that they initiated or litigated this case with an intent to interfere with defendants’ contract, expectancy, or business relationship with” nonparty-MedMen. Finally, the court was not left “with a definite and firm conviction that the trial court made a mistake when it found that plaintiffs did not file a frivolous complaint, and” thus, it did not abuse its discretion in denying defendants sanctions under MCL 600.2591. As an initial matter, the court determined that defendants abandoned their offer of judgment “issue by failing to properly present it on appeal.” Further, it disagreed with the merits of their argument. It concluded that applying “the reasoning in Knue, if defendants offered to stipulate to the entry of judgment in plaintiffs’ favor for $2,180,000, it would fall within MCR 2.405(A)(1) as an offer of judgment. Instead, [they] offered to sell their medical-marijuana license to plaintiffs for $2,180,000, which is an offer to exchange a license for money. Defendants’ offer was similar to the impermissible offer in Knue—an offer of money in exchange for a deed.” They next argued “that the trial court erred by granting plaintiffs’ motion for reconsideration of its order denying plaintiffs’ motion for summary disposition under MCR 2.116(C)(10) . . . on defendants’ tortious-interference claim.” The court again disagreed. It noted that defendants’ “claim of tortious interference did not involve a per se wrongful act, but [they] maintained that plaintiffs filed their lawsuit with malice and that the lawsuit was unjustified in law. Under this theory, [they] had to show specific, affirmative conduct to establish that plaintiffs acted with an unlawful purpose to interfere with the contract or expectancy. Moreover, ‘in order to succeed under a claim of tortious interference with a business relationship, the plaintiffs must allege that the interferer did something illegal, unethical or fraudulent.’” The trial court was correct that “simply filing a lawsuit, whether groundless or not, does not meet any of these criteria.” In addition, when a “‘defendant’s actions were motivated by legitimate business reasons, its actions would not constitute improper motive or interference.’” The court found that while “plaintiffs did not prevail in their lawsuit, the record” reflected that their president filed it “for a legitimate business reason.” Moreover, it found that “defendants presented insufficient evidence to establish a genuine issue of material fact that plaintiffs knew about defendants’ contract or relationship with MedMen.” Affirmed.