Alleged misrepresentations made in house purchase negotiations; Fraudulent misrepresentation; Silent fraud; Principle that a seller’s agent generally owes no duty of disclosure to the buyer; Alfieri v Bertorelli; Motion to amend the complaint; Futility; Historic District Commission (HDC); Seller’s Disclosure Statement (SDS)

The court held that another defendant’s alleged affirmative misrepresentation could not be imputed to defendants-listing real estate broker and agent here and thus, plaintiff-home buyer’s fraudulent misrepresentation claim failed as a matter of law. So did his silent fraud claim. Thus, it affirmed summary disposition for the broker and agent. Because the house was located in an historic district “in Detroit, it was subject to ‘historic review’ by Detroit’s” HDC. The court noted that “plaintiff never alleged that defendants made any affirmative misrepresentations.” Rather, the seller’s owner, defendant-Howard, “allegedly represented in the [SDS] that he had not performed any modifications or repairs without the necessary permits. Plaintiff alleged that defendants represented that Howard’s statement was accurate when they provided the” SDS to plaintiff. He asserted they “knew that the statement regarding permits was false and that [he] would be responsible for the HDC violations.” The court noted that real “‘estate brokers and salesmen are the agents of the seller, their principal.’” It also noted that the SDS, “which was attached as an exhibit to the complaint, specifically stated, ‘The following are representations made solely by the Seller and are not the representations of the Seller’s Agent(s), if any.’ Furthermore, defendants did not prepare or sign the [SDS]. As the seller’s agent, they were required to relay the [it] to plaintiff when they received it from Howard and” defendant-SRH Homes, “but they did not adopt those statements as their own just by providing” him a copy. As to his silent fraud claim, he “did not adequately plead that defendants had a legal duty to disclose” the HDC violations. Even “if the fact that the renovations violated the HDC’s requirements was a form of newly acquired information,” he failed to sufficiently explain how it “affected the accuracy of the statement that that there were no ‘[s]tructural modifications, alterations, or repairs made without necessary permits . . . .’” In addition, he “never alleged that he expressed a particular concern with the earlier owners’ compliance with HDC requirements, nor did he allege that defendants had a reason to know that [he] was particularly concerned with” this. The trial court also did not err in denying plaintiff’s motion to amend the complaint on the basis the proposed amendment was futile.