Breach of contract counterclaims; Agency; DBD Kazoo LLC v Western MI LLC; Whether an individual had actual or apparent authority to bind plaintiffs; Compliance with the Garage Keeper’s Lien Act; MCL 570.305(2); “Public sale”; Whether the trial court had the authority to void title to the vehicles after an auction; Joy Oil Co v Fruehauf Trailer Co

The court held that while plaintiffs’ employee (nonparty-K) was their agent, he lacked either actual or “apparent authority to enter the repair contracts” with defendants on plaintiffs’ behalf. Thus, the trial court did not err in ruling “that defendants were not entitled to damages for work performed on the” vehicles in question or for parts purchased for repairs. The court also rejected their argument that the trial court erred in finding that they did not comply with the Garage Keeper’s Lien Act and in ordering them “to return the vehicles and equipment to plaintiffs.” The case involved plaintiffs’ “claims against defendants for taking a personal vehicle and heavy business equipment and refusing to return them.” Defendants counterclaimed for breach of contract, “alleging the parties entered into a contract” for defendants to make “necessary repairs to the personal truck and heavy business equipment and plaintiffs failed to pay for” the repairs. Defendants argued the trial court erred in denying their counterclaims related to a “Silverado truck, Freightliner, and trailer” and in denying them “damages for parts purchased because [K] was authorized to enter the repair agreements on behalf of plaintiffs.” The court disagreed, noting plaintiffs “were not aware of the repair contracts [K] entered for the Silverado truck, Freightliner, or trailer, and did not authorize [K] to enter them. Beyond that, the trial court made additional determinations that repairs to the Silverado truck did not occur and that defendants failed to establish damages for the purchase of parts from external suppliers.” As to the Garage Keeper’s Lien Act, the court held that defendants failed to comply with MCL 570.305’s requirements. And the court rejected their argument that the trial court lacked “authority to void the title to the vehicles after the auction.” It found the Supreme Court’s analysis in Joy Oil applied. The “repairs on the Silverado truck, Freightliner, and trailer were” made without plaintiff-Connie’s “knowledge or consent. Moreover, the trial court determined that the auction at which defendants sold these items to themselves was a farce.” They did not offer any “explanation why they should retain title to these vehicles and equipment when they did not execute a proper lien or properly transfer title in a public sale. The trial court acted within its equitable authority to return property plaintiffs rightfully owned . . . .” Affirmed.