Minority Oppression Statutes of Limitation/Repose
201505.05
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Minority Oppression Statutes of Limitation/Repose

Suppose you represent a minority member of a limited liability company who believes that the majority member (who is also the managing member) had the company enter into a series of transactions that enriched herself at the expense of your client. Your client also tells you that he sustained the damages earlier this year, even…

Michigan Court Of Appeals Recently Reaffirms: Loans And Guarantees Are Separate Contracts That Can Be Pursued In Separate Actions, Unaffected By Compulsory Joinder Rules
201503.27
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Michigan Court Of Appeals Recently Reaffirms: Loans And Guarantees Are Separate Contracts That Can Be Pursued In Separate Actions, Unaffected By Compulsory Joinder Rules

The Michigan Court of Appeals, in a recent published decision, reaffirmed the principle that a personal guaranty of a loan is a separate and distinct contract from the loan itself with separate and distinct remedies. So, just because a lender has sued a borrower and guarantor, does not mean that the lender has to ask…

Let’s Continue Discussing the Michigan Uniform Fraudulent Transfer Act
201502.17
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Let’s Continue Discussing the Michigan Uniform Fraudulent Transfer Act

Last month, we started discussing a scenario involving a plaintiff with a judgment against the now defunct Darn Debtor, Inc. (“Debtor”). The judgment debtor’s majority shareholder, Ina Insider (“Insider”), received cash and equipment from Debtor when it liquidated its assets. The plaintiff has decided to bring a claim against Insider under MCL 566.35(2) of the…

The Michigan Uniform Fraudulent Transfer Act
201412.17
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The Michigan Uniform Fraudulent Transfer Act

So you have finally triumphed after a long legal battle and obtained a judgment in favor of your client against the defendant Darn Debtor, Inc. (“Debtor”). However, no sooner do you have your judgment then the defendant’s counsel informs you that their client is judgment proof and won’t even bother with an appeal. What is…

When Can the Attorney-Client Privilege Cease to Exist?
201412.16
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When Can the Attorney-Client Privilege Cease to Exist?

When attorney-client and work product privilege issues are litigated, the disputes usually involve the applicability of the privilege, whether any exceptions apply or whether the privilege has been waived. This month’s blog deals with a different spin on the law of privileges, namely, do those privileges ever cease to exist? Here is how that question…

Do New Rules for Shareholder Oppression Claims Apply to LLCs?
201410.08
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Do New Rules for Shareholder Oppression Claims Apply to LLCs?

Last month, we discussed the Michigan Supreme Court’s decision in Madugula v. Taub, 2014 Mich. LEXIS 1281 (July 15, 2014), in which the Court held that shareholder oppression claims, including those seeking damages, can only be tried before judges sitting as courts of equity. This month, we focus on one of the strategic implications of that…

The Myth of “Lender Liability”
201410.08
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The Myth of “Lender Liability”

When lender and borrower relationships break down – especially where the borrower defaults in payments owed to the lender – the borrower often feels (and perhaps justifiably so) that the lender is treating them unfairly or is acting contrary to certain oral promises that may have been made at an earlier time. For instance, at…

Limited Claims Survive Against Accountant Who Fails to Detect Theft By Company Controller
201408.12
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Limited Claims Survive Against Accountant Who Fails to Detect Theft By Company Controller

The Court of Appeals recently upheld the dismissal of malpractice and fiduciary duty claims alleging that an accountant failed to “keep an eye” on the company’s controller who later engaged in a two year long embezzlement scheme, stealing over $400,000. Banker & Brisebois, Co. v Maddox, et al., unpublished per curiam opinion of the Court of Appeals,…