Breach of contract; Whether a joint venture was created; Agreement termination; Accounting; Common-law fraud; Defamation; Lawrence v Burdi; Expressions of opinion; Tortious interference with a business relationship; Breach of a fiduciary duty; Conversion; Civil conspiracy & concert of action; Expert Vehicle Solutions, LLC (EVS)

The court held that whether the parties formed a joint venture was “immaterial to plaintiffs’ post-termination breach-of-contract claims” and that the trial court properly limited their recovery to damages for contract breach arising from unpaid profit distributions through 6/20/22. It further held that their “claims for an accounting, fraud, defamation, tortious interference with a business relationship or expectancy, breach of fiduciary duty, common-law conversion, statutory conversion, civil conspiracy, and concert of action” were properly dismissed. The case arose from the parties’ agreement to operate a business (EVS) providing vehicles and related logistics for automotive clients. The crux of plaintiffs’ argument on appeal related to their breach of contract claim was their contention that a 2021 Agreement created a joint venture. The court determined that a factfinder could conclude that it did, but that this did not change the outcome of the case. Text messages exchanged in 6/22 between plaintiff-Kaiser and defendant-Langan showed “a clear breakdown in their business relationship. After that exchange, Kaiser informed Volkswagen that she and her company had ‘separated from’ EVS but were still ‘ready to manage the projects we have priced and discussed with you’ under the new business name of Integrity Vehicle Solutions. These communications objectively reflect termination of the 2021 Agreement on or about” 6/20/22. Thus, the trial court “properly concluded that plaintiffs’ contractual rights to a 40% share of EVS’s net profits ended with the termination of the agreement. Plaintiffs were properly awarded damages only for [5/1 to 6/20/22], the period during which defendants admitted that no distributions were made. Plaintiffs failed to establish any breach before” or after those dates. “The fact that defendants continued operating EVS after termination did not entitle plaintiffs to a share of subsequent profits, as those projects were performed after the agreement was terminated.” Further, plaintiffs did not establish the elements of a common-law fraud claim or of tortious interference with a business relationship or expectancy. They also “failed to establish that any of the alleged statements met the requirements for defamation.” And their fiduciary duty claim failed because they did not identify any “independent duty arising outside the contract[.]” Affirmed.