Law firm dispute; “No-poaching” referral agreement; Breach of contract; Contract formation; Clark v Al-Amin; Promissory estoppel; Ypsilanti Twp v General Motors Corp; Tortious interference with business expectancy; Dalley v Dykema Gossett; Fiduciary duties of LLC managers; MCL 450.4404(1); Derivative action prerequisites; MCL 450.4510

The court held that plaintiff-attorney failed to present substantively admissible evidence of an enforceable “no-poaching” referral agreement or a clear and definite promise, failed to show defendant-attorney interfered with any business expectancy in the two disputed matters, and failed both to establish a fiduciary breach to the PLLC and to comply with derivative-action prerequisites. The parties, equal members of a personal-injury PLLC, operated for years under multiple written agreements allocating direct expenses to each member and splitting shared expenses. Plaintiff claimed an oral agreement “not [to] step on each other’s toes,” and sued after defendant obtained representation in a fatal-trucking matter and a referred malpractice matter and after defendant created a separate website. The court affirmed dismissal of breach of contract and promissory estoppel claims because plaintiff offered only his own “sparse, vague” testimony and affidavit, could not identify a specific date, and could not define what a “referral source” meant to both parties, so there was no “offer and acceptance” or “meeting of the minds” and no “actual, clear, and definite promise.” Even assuming an agreement existed, the record showed plaintiff was merely “a potential attorney,” the clients chose defendant, and the evidence showed competition rather than interference, including defendant’s fee reduction and the referring lawyer’s prior relationship with defendant. On the fiduciary-duty claim, the court held duties under MCL 450.4404(1) run to the PLLC, not to the other member, and plaintiff failed to show defendant’s website diverted business from the PLLC because the work was done in the PLLC’s name. The court also held plaintiff did not satisfy the derivative-demand prerequisites of MCL 450.4510 and cited no authority excusing compliance where two equal members manage the company. Finally, it affirmed the equal split of tail insurance, rent, and shared employee costs based on the parties’ course of conduct, written agreements, and the bookkeeper’s affidavit, rejecting plaintiff’s late affidavits and attorney correspondence as insufficient to show a new, mutually assented agreement reallocating those expenses. Affirmed.