Business court jurisdiction; MCL 600.8035(1); MCL 600.8031(3)(i); MCR 2.621(A); MCL 600.6134; Claims under the Uniform Voidable Transactions Act (UVTA); Tolling the statute of limitations; MCL 600.5856; Actual notice; Whether the complaint related back to the date a supplemental complaint was filed in a prior case; Whether the supplemental complaint was a proper pleading; MCR 2.118(A) & (E); Waiver; Applicability of equitable tolling

The court held that while the trial court was incorrect that it did not have jurisdiction as a business court, it was correct that the complaint was untimely. Thus, the court affirmed summary disposition for defendants. Plaintiff previously successfully sued defendant-MHT in business court for breach of contract and later filed a supplemental complaint in that 2017 case. It then filed this separate action in 2023. The court found the complaint was “confusing. But when read in whole, it is clear the business court had subject-matter jurisdiction.” The first sentence of the introductory paragraph asserted that plaintiff was “bringing this claim to enforce a judgment. But the body of the complaint asserts two counts under the UVTA, alleging the mortgage on the property was a voidable transaction that encumbered MHT’s assets, and therefore interfered with plaintiff’s interest in the property. It is strange to lead the complaint with a statement that the case is being brought specifically to enforce a judgment, yet the two-count complaint does not include a count to enforce the judgment. When read in context of the entire introduction section, the statement regarding enforcement of the judgment precedes paragraphs of background information” about the prior litigation and how it provided “the basis for plaintiff’s UVTA claims.” The court held that the complaint met “the definition of a ‘business or commercial dispute’ because the parties are business enterprises. . . . While proceedings to enforce judgments are expressly excluded under” MCL 600.8031(3)(i), that was “not the only claim being asserted here; plaintiff brings two counts to void the mortgage pursuant to the UVTA, which are claims that are within the business court’s jurisdiction.” But the complaint was filed outside the limitations period. Plaintiff argued that MCL 600.5856 “should apply because it is undisputed that the supplemental complaint provided all parties with actual notice of the claims within the statutory period.” The court disagreed, concluding that defendants-J&K and Tremonti “had no actual notice of the supplemental complaint,” and thus, this “new action was untimely as to” them. And while it was clear MHT had actual notice of the claims in the supplemental complaint, “the trial court was correct in holding that [it] was not a proper pleading under the court rules.” The court also held that equitable tolling was “not appropriate here.”