Who plaintiff-law firm had a contract with for the legal services rendered; Oral contract; Distinction between a corporation & its agents; Whether a defendant guaranteed the debt; Bandit Indus, Inc v Hobbs Int’l, Inc (After Remand); Advanced Strategies Group, Inc. (ASG)

The court held that the record showed that a company (nonparty-ASG) for which defendant-Christensen was formerly president and CEO was plaintiff-law firm’s client and there was “no evidence that Christensen personally engaged plaintiff for legal services.” There was also no evidence that he “assumed the debt owed by ASG.” Thus, the court affirmed summary disposition for defendant. The case revolved “around who plaintiff had a contract with for the legal services rendered. There is no express written contract for legal services or engagement letter between the parties in the” record. Plaintiff asserted “that it had an oral contract with Christensen for legal services rendered on behalf of Christensen, but paid by ASG.” The trial court found that “there was no genuine issue of material fact whether a contract existed between plaintiff and Christensen because” plaintiff’s principal attorney “admitted the ‘vast majority’ of the legal services he rendered was on behalf of ASG. As noted by the trial court, even viewed in a light favorable to plaintiff as the nonmoving party, such a statement acknowledges that plaintiff’s client was ASG and not Christensen.” The court added that even without this “admission, a genuine issue of material fact was not shown regarding plaintiff’s assertion that the parties entered into an oral contract for legal services.” The court noted the “legal distinction and corporate shield between a company and its officers and shareholders.” It was “undisputed that ASG became plaintiff’s client in the 1990s and engaged plaintiff for various matters until it dissolved in 2012. Given its corporate form, it is no surprise that the invoices would mention Christensen, who . . . would be responsible for acting on behalf of ASG and managing its debts.” The court concluded the record supported “only that a contractual relationship for legal services existed between plaintiff and ASG.” The court also rejected plaintiff’s argument that Christensen guaranteed ASG’s debt. There was “no contract expressing Christensen’s intent to personally guarantee the legal services rendered on behalf of ASG.” Given the absence of “a course of dealing between the parties or other direct contractual relationship, plaintiff has not articulated why an open account or account stated would exist between” them.