Breach of contract; Distinguishing Al-Maliki v LaGrant; Conversion; Piercing the corporate veil; Distinguishing Allstate Ins Co v Citizens Ins Co of Am & Klager v Robert Meyer Co; Damages; Motion to amend the complaint; Dismissal of the subsequent lawsuit

As to Docket No. 364169, the court affirmed the trial court’s 9/8/22 order granting summary disposition to defendant-Zachery on plaintiff’s claims for breach of contract and conversion, to defendant-Stubborn Rebel Farms on plaintiff’s claims for conversion, and to defendant-Modern Shed Design on plaintiff’s claim for piercing the corporate veil. It also affirmed the trial court’s 2/16/23 judgment entered against Stubborn Rebel Farms in the amount of $52,868.42; but it vacated “the portion of the judgment reflecting that ‘THIS IS A FINAL ORDER AND CLOSES THE CASE.’” The court further reversed the trial court’s 12/12/22 order denying plaintiff’s motion for leave to file a second amended complaint and remanded. As to Docket No. 367451, it affirmed in part the trial court’s 8/21/23 order granting summary disposition to defendants as to count 3 (piercing the corporate veil); but it reversed in part as to counts 1 (fraudulent conveyance), 2 (successor liability) and 4 (civil conspiracy), and remanded. The cases related to plaintiff’s purchase of sheds from Stubborn Rebel Farms. She first argued “that the trial court erred and violated her right to due process of law by granting summary disposition under MCR 2.116(I)(2) in favor of Zachery on plaintiff’s breach of-contract claim in the initial lawsuit because neither party raised the issue of Zachery’s individual liability.” The court concluded that “because insufficient evidence was submitted to create a question of fact as to whether Zachery agreed to be personally bound by the terms of the contract, the trial court did not err by dismissing plaintiff’s breach of contract claim against” him. It found that while it agreed that she “did, in fact, allege in her complaint that Zachery was liable to her for breach of contract, we nonetheless find that dismissal of the breach of contract claim as to Zachary was proper." Plaintiff next contended “that the trial court erred by granting summary disposition in defendants’ favor on [her] common-law and statutory conversion claims because the trial court considered legal issues relating to the conversion of cash that were not raised in the summary-disposition briefing.” The court held that  “the trial court did not err by concluding that [she] failed to establish a common-law or statutory conversion of plaintiff’s money.” There was no dispute that she “did not consent to a creditor-debtor relationship.” But there was “no evidence that defendants were obligated to keep the $29,100 intact or deliver that specific amount to plaintiff. Rather, the $29,100 constituted a payment for construction of the three sheds. Furthermore, while plaintiff asserted that defendants exercised wrongful dominion and control over the $29,100, which they had promised to keep separate, and converted the funds to pay preexisting debts and for other personal beneficial uses, [she] presented no evidence to support her argument that [they] promised to keep the $29,100 separate, or that they had any obligation to return that specific money to plaintiff should the parties rescind the contract. Nor did defendants obtain the money without plaintiff’s consent.” Instead, she “acknowledged that she voluntarily paid defendants the $29,100.” Thus, the trial court did not err by finding that she “could not establish the elements of common-law or statutory conversion.” Finally, as to piercing the corporate veil claim, the court found that plaintiff “cited to no Michigan case that is comparable to the present case.” In fact, she had “cited to no case in which a court pierced a corporate veil where the defendants held liable for that corporate entity were not shareholders or owners of the corporate entity.”