Subject-matter jurisdiction; Summary disposition under MCR 2.116(C)(4); Exclusive jurisdiction under the Michigan Receivership Act; MCL 554.1015(2); “Related to”; Green Peak Industries (GPI); Asset purchase agreement (APA)

Holding that the court presiding over a related receivership action (the Ingham County Circuit Court) “had exclusive jurisdiction over plaintiffs’ claims under MCL 554.1015(2)[,]” the court affirmed summary disposition for all defendants. In a separate lawsuit, one of the defendants in this case sued two other defendants (GPI and The District Park), among others, in Ingham County Circuit Court, asserting they were in default on a loan. A stipulated order appointing a receiver was entered in that case. Days later, plaintiffs filed this action against GPI, The District Park, and the individual defendants in another trial court, asserting claims against the individual defendants that included fraud in the inducement of an amended APA and a “subscription agreement, breach of fiduciary duties, and shareholder minority oppression.” Plaintiffs argued on appeal that the trial court erred in granting the individual defendants summary disposition “under MCR 2.116(C)(4) on the basis that the Ingham Circuit Court had exclusive jurisdiction.” The court disagreed. MCL 554.1015(2) provides that a “court that appoints a receiver under this act has exclusive jurisdiction to direct the receiver and determine any controversy related to the receivership or receivership property.” The court concluded that, on “its face, the allegations in plaintiffs’ second amended complaint ‘relate to’ the receivership property, which, according to the order appointing the receiver, includes all contracts and service management agreements. Plaintiffs’ claims concern the amended APA, management service agreements, and the subscription agreement. Moreover, plaintiffs conceded in the receivership action that its claims relate to receivership property.” Thus, the court held that, “based on the plain language of the statute, the plain language of the second amended complaint, and plaintiffs’ concessions in the receivership action,” the individual defendants were properly granted summary disposition. Further, “the trial court’s reasoning would extend to the additional defendants[.]”