Choice of law; MCR 2.112(J); Sutherland v Kennington Truck Serv, Ltd; Alter ego liability; Florence Cement Co v Vettraino; Voidable transfer; The Uniform Voidable Transfers Act (UVTA); MCL 566.35; Matter of Oakland Physicians Med Ctr, LLC (Bankr ED MI); Attorney fees under a lease provision; Reasonableness; Pirgu v United Servs Auto Ass’n; Marketplace Home Mortgage, LLC (MHM)

The court held that (1) Michigan law governed, (2) the trial court properly pierced the corporate veil of defendant’s company (MHM), (3) it properly treated the $50,000 payment from MHM to defendant as a voidable transfer, and (4) it properly awarded attorney fees to plaintiff. Plaintiff leased office space to MHM. After MHM defaulted, sold its assets, ceased operations, and left the lease unpaid, plaintiff obtained a default judgment against MHM and then sued defendant, MHM’s sole decisionmaker, individually. On appeal, the court held that Michigan law applied because defendant “did not raise the potential application of Minnesota law until after the trial” and failed to overcome the presumption that Michigan law governs. The court next held that veil piercing was warranted because defendant “‘blurred the lines between himself and MHM’” and treated MHM “‘as a mere instrumentality for [himself] as [an] individual[].’” It also held that the $50,000 payment was voidable under the UVTA because the payment was “simply a check that defendant had MHM write him after it had become insolvent,” while he provided “nothing to MHM in exchange for doing so.” The court further held that attorney fees were authorized by the lease because this action was one plaintiff was forced to undertake to collect what it was owed under the lease, and thus fell within “‘any suit or action instituted by or involving Landlord to enforce the provisions of, or the collection of the rentals due Landlord under this Lease.’” Affirmed.