Breach of contract; Standing; Real party in interest; MCR 2.201(B); In re Beatrice Rottenberg Living Trust; Sufficiency of evidence; Bench trial findings & conclusions; Chelsea Inv Group, LLC v City of Chelsea; Abandonment of appellate issue; In re Warshefski

The court held that sufficient evidence supported the trial court’s finding that plaintiff-Huntington Bank was the real party in interest entitled to enforce the promissory note, and that defendant-attorney was liable to it for breach of contract. Defendant defaulted on a commercial promissory note executed in favor of Chemical Bank, which later merged into TCF Bank and then into Huntington. After a bench trial the trial court entered judgment for Huntington. On appeal, defendant argued that Huntington failed to prove it was a party to the contract because it did not produce the merger agreements. The court rejected that claim, explaining that in a merger “one entity merely steps into the shoes of the other and there is no need to transfer assets,” and that ownership of the note passed “by operation of law.” Giving deference to the trial court’s credibility determinations, the court emphasized that the asset recovery officer testified she worked for Chemical Bank at origination, remained through both mergers, and was assigned responsibility for defendant’s note. The trial court reasonably found that the absence of the actual merger documents was “of no consequence due to the credibility of” that witness’s testimony. Because the evidence supported the finding that Huntington acquired and continued to service the loan, the court was not left with “a definite and firm conviction that a mistake has been made.” The court also declined to review defendant’s challenge to the rejection of his breach-of-fiduciary-duty claim against his former partner, concluding the issue was abandoned where he offered only a single conclusory sentence with no supporting law or analysis, noting that issues given only “cursory treatment” are deemed abandoned. Affirmed.