Pleadings; Amended complaint as of right; MCR 2.118(A)(1); Progress MI v Attorney Gen; Summary disposition; Operative complaint; MCR 2.116(C)(8); El-Khalil v Oakwood Healthcare, Inc

The court held that the trial court erred by granting summary disposition based on plaintiffs’ original complaint after plaintiffs had filed a materially different first amended complaint as of right. Plaintiff-developer sued defendant-city after the city concluded that the parties’ purchase agreement for a hotel was void because the transaction did not close by the outside closing date. The trial court granted summary disposition for the city, reasoning that once the agreement expired, the city had no further contractual obligations. On appeal, the court held that under MCR 2.118(A)(1), plaintiffs were entitled to file their first amended complaint within 14 days after being served with the city’s responsive pleading, and that the amended complaint superseded the original complaint. The court explained that the prior pleading was “considered abandoned and withdrawn,” and that the superseding pleading “ensure[s] that the court and the opposing parties will be aware of the points at issue.” The trial court erred because it treated the original complaint as operative and did not evaluate whether the first amended complaint was futile. This mattered because the amended complaint alleged broader claims, including claims based on the city’s alleged pre-closing conduct rather than only on whether the agreement expired after the closing date. The court declined to address the parties’ remaining contract-interpretation, equitable-estoppel, futility, statute-of-frauds, and incorporation-clause arguments, leaving them for the trial court to consider in the context of the amended complaint. Vacated and remanded.