Validity of a lease; Meeting of minds; Kloian v Domino’s Pizza; MCL 566.108; Waiver of affirmative defenses; MCR 2.111; Dell v Citizens Ins Co of Am; Unconscionability & equitable estoppel; Mitigation & remittitur; MCR 2..611; Landin v Healthsource Saginaw; Present cash value; Freeman v Lanning Corp; Judicial reassignment; Bayati v Bayati

The court held that the lease between the parties was valid and enforceable, that defendant waived its affirmative defenses, and that the damages award must be reduced to present cash value. The dispute arose after defendant missed a 30-day cancellation deadline on a 10-year commercial lease for a cannabis-related property that it had previously sold to plaintiff, leading plaintiff to sue for breach of contract. The trial court found the lease valid and enforceable, rejected defendant’s defenses, and entered a judgment for plaintiff in the amount of $6,747,200 in damages. On appeal, the court held that the lease satisfied all essential terms of a valid agreement, noting that the “agreement contained the name of the parties, the length of the lease term, and the amount of rent,” and that the trial court properly found “a meeting of the minds and a valid lease agreement signed by both parties.” The court also found that defendant’s defenses of unconscionability and equitable estoppel were waived because “a party that fails to raise an affirmative defense as required by MCR 2.111(F) waives the defense,” and defendant never moved to amend its pleadings. Addressing the damages, the court held that plaintiff made “good faith, robust, and vigorous attempts” to mitigate losses, and the trial court’s findings that market conditions had deteriorated were supported by the record. However, the court also found that “Michigan law clearly requires that damages for future losses be reduced to present value,” and remanded for calculation of the award’s present cash value. Finally, the court rejected defendant’s request for reassignment, concluding there was no showing the judge “would have difficulty putting aside his previous findings or that reassignment is necessary to preserve the appearance of justice.” Affirmed in part, reversed in part, and remanded.