The Miller Law Firm, P.C. represents businesses of all sizes, ranging from small sole proprietorships to large Fortune 500 companies and non-profit entities, and in lawsuits filed in state and federal courts throughout the United States.
Our firm represents clients in both trial and appellate levels and in arbitration. The complexity of commercial litigation requires seasoned attorneys. Our knowledge and experience in business and commercial law litigation have contributed to our record of success.
Breach of Contract
Our client developed a marketing system to help new car dealers sell vehicle accessories to consumers. One OEM signed a letter committing that its dealers would purchase specific minimum quantities of the marketing system. It later issued a purchase order containing standard terms and conditions, including a provision purportedly giving the OEM the right to cancel the program at its “convenience,” and requiring the OEM to pay only for “completed goods” upon cancellation.
After the OEM’s dealers did not purchase the minimum requirements set forth in the letter, the OEM canceled the parties’ contract “for convenience,” and insisted it would only pay our client a nominal amount for unordered items, since it claimed none of the marketing materials were fully “completed.”
We argued that the OEM’s standard purchase order terms and conditions did not apply, and that it was required to pay lost profits for all unordered goods, whether “completed” or not. We obtained a very favorable settlement for approximately the full amount of lost profits our client would have realized had the dealers purchased all of the required merchandise.
What Are the Elements of a Valid Breach of Contract Claim in Michigan?
Examples of Common Forms of Breach of Fiduciary Duty That Result in Litigation
Common Examples of Shareholder FraudFair Labor Standards Trial
Commercial Real Estate
The Miller Law Firm, P.C. represented the owner of a large shopping mall located in Oakland County, Michigan. One of the tenants received $3.1 million from the landlord to construct a restaurant and entertainment venue. However, the tenant never opened for business, claiming it had run out of money.
Our firm obtained a temporary restraining order when the defendant began to remove items that the tenant previously claimed were to be purchased with construction allowance monies. The Miller Law Firm, P.C. asserted that the tenant had misspent the construction allowance and obtained a ruling from the court that the defendants had fraudulently induced our client to pay the tenant allowance money based upon misleading statements as to how the funds were spent.
We obtained title to all the personality and trade fixtures, valued by the Defendants at over $1 million, plus a money judgment for $3 million in favor of our client.
Undeveloped Real Estate Litigation
Our firm represented a large regional bank that held a mortgage on a significant piece of undeveloped property situated along the Detroit River that had been purchased during the 1980s as a location for a potential casino.
The value of the property plummeted because it appeared throughout the 1980s and early 1990s that the State of Michigan and the City of Detroit would not approve the operation of casinos, and because of environmental contamination on the property and unpaid tax liens.
As a result, the mortgage on the property went into default for several years, but our client did not pursue foreclosure because the property had become worthless. After the City of Detroit approved the operation of casinos in the 1990s, the City instituted a condemnation action as to the property, and the owners of the property sued our client in federal court to force our client to abandon its mortgage.
Our firm obtained a dismissal of a federal court action against our client, and we obtained $2.6 million from the proceeds from the condemnation action, fully satisfying their unpaid balance of the mortgage loan.
Breach of Fiduciary Duty
Our client established a company and hired the defendant to be its president, and also gave the defendant 5% ownership in the company. After several years, the business grew significantly and the parties attempted to negotiate a sale of the business to the defendant. The parties were unable to reach an agreement regarding the sale because they could not agree on the sale price.
Our client began looking further into the finances of the business and suspected that the defendant had been stealing money. It then terminated the defendant and the defendant immediately went into business in competition with our client.
Our client filed suit, and discovered that while he was acting as president of the company, the defendant had diverted money from the business by sending invoices to customers in the name of a fictitious company and having customers send the checks to him at his home address. The court wrote an opinion granting our motion for partial summary disposition in which it held that the defendant had breached his fiduciary duties to our client.
Fair Labor Standards Trial
Our client owned a small family business and was sued by a former employee who claimed that he had not been paid overtime compensation for over three years prior to the time he quit. The plaintiff claimed that he worked over 60 hours a week, but was only paid a salary based upon 40-hour work week. Our client asserted that the employee held the position of a manager both in name and in his duties and responsibilities, and therefore was not entitled to overtime compensation under the Fair Labor Standards Act. After a jury trial, the jury ruled in favor of our client and entered a judgment of no-cause of action against the former employee.
Our client inherited one-third of a business upon her husband’s death. She contended that she was oppressed by her fellow shareholders, because they failed to pay her dividends while paying themselves de facto dividends for “services rendered,” threatened to pay themselves salaries in violation of the corporate by-laws and charged the company interest for money they allegedly advanced to the business. Shortly after we filed suit, the defendants capitulated to our demands and bought our client’s stock from her at the cash price we demanded.
Breach of Website Development Agreement
Our client entered into a contract to provide develop host and maintain a website for a jewelry business. Pursuant to the contract, the parties were to split profits generated from the website, in exchange for our client’s services.
The defendant terminated the contract and sought to locate an alternative website developer so that it did not have to pay our client a percentage of the profits from the venture. As a result, the venture never got off the ground and never generated a single sale, depriving our client of its share of profits from the venture.
At trial, the jury awarded our client lost profit damages in the amount $360,000, and our client was entitled to interest and case evaluation sanctions.
Zoning and Land Use Dispute
Our firm was retained by 28 homeowners in West Bloomfield Township after they have learned that property adjacent to their homes had been re-zoned from a residential classification to a commercial classification without a public meeting. Years earlier, the owner/developer of the property had petitioned the Township to re-zone the property, but his request was denied and he filed a lawsuit in Oakland County Circuit Court and lost.
After he exhausted all his appeals, he went back to the Township and reached a secret settlement that gave the developer the very relief that he had requested in his lawsuit, which he lost years earlier. We filed a lawsuit for the violations of the Open Meetings Act.
The Oakland County Circuit Court issued an opinion in which it held that the board’s action violated the Open Meetings Act, and its opinion was subsequently upheld by the Michigan Court of Appeals. A copy of the opinion can be found here.
Our client owned 25 percent of the stock of a leading automobile dealership in Southeast Michigan and was also employed there. His employment with the company was severed.
Thereafter, the company refused to pay him dividends and, instead, began paying shareholders bonuses which the plaintiff contended were disguised dividends. The plaintiff claimed, among other theories, minority shareholder oppression for which he sought payment for the fair value of his stock. The case was settled for $2.7 million.
Our client, a Washington D.C.-based actuarial firm alleged that the defendant, the former midwest director of the plaintiffs, Michigan office, diverted account receivables owing to our client. The defendant’s wife filed a “doing business as” certificate with the Macomb County Clerk, and then established a personal checking account under her own name and doing business as the company, which is also the assumed name of the plaintiff corporation.
The plaintiff’s amended complaint further alleged that the defendants deposited payments from customers of our client into the personal checking account and then converted the funds to their own use. The plaintiff obtained a judgment in the amount of $339,269, including treble damages of the amount alleged to be converted.
Our client was one partner in a partnership that owned real estate in Macomb County. The partnership agreement contained a restriction that required any partner desiring to sell his or her interest to first offer his partnership units to the other partners at “book value”.
One of the partners sought to sell his interest in the partnership to a non-partner, claiming that the property had been transferred out of the partnership years earlier and therefore not subject to the partnership agreement.
When our client refused to consent to the sale to the non-partner, our client was sued by his partner, seeking to force the sale. The circuit court issued an opinion agreeing with our client, precluding the partner’s sale of his interest to a non-partner, and requiring him to give the existing partners an opportunity to purchase his interest at book value.
Most Common Reasons to Hire a Business Partnership Dispute Lawyer
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Dissolving a Business Partnership Without an Agreement?
Suing Your Business Partner
Commercial Debt Collection
The Miller Law Firm, P.C. provides litigation services to financing companies seeking to enforce non-performing and defaulted commercial loans, equipment leases, financing agreements, and related personal guaranties. For one client, The Miller Law Firm, P.C. successfully obtained cash settlements of over $1.5 million and, in addition, recovered property worth in excess of $1 million.
Unpaid Royalties / Civil Conspiracy
Our client, a large automotive supplier, was sued for approximately $3 million in royalties allegedly owing for certain technology under a royalty agreement. The technology had previously been outsourced to one of our client’s suppliers, who assumed responsibility to pay the royalty on our client’s behalf. The supplier stopped paying the royalty when it learned that the plaintiff-inventor may have misrepresented its rights in the technology.
During the lawsuit, we discovered that the supplier had secretly made payments to a former employee of our client at a time he was employed by our client. The plaintiff and former employee denied that the payments were improper. They repeatedly swore that the monies were payment for unrelated consulting services performed on nights and weekends, and billed on an hourly basis.
However, at trial, we demonstrated that the plaintiff and former employee lied about their relationship. We established that nearly every payment the plaintiff made to the former employee was equal to 50 percent of each royalty payment paid by our client – not for hourly services.
During the plaintiff’s case-in-chief, we asked the Court to dismiss the case based on this perjured testimony. The Court granted the motion, dismissing the plaintiff’s case and awarding to our client its costs and attorneys’ fees necessitated by the fraud. The Court also referred the matter to the Prosecuting Attorney’s office for investigation of criminal perjury charges.
Our client, a durable medical goods sales company, brought an action to enforce a non-competition agreement with a former at-will employee and to obtain damages from a competitor that hired the former employee, on the grounds of tortious interference with an at-will contract and tortious interference with the client’s business expectancies with its customers.
The firm obtained a preliminary injunction against the former employee and pursued litigation against the competitor for monetary damages. The Miller Law Firm, P.C. negotiated a significant cash settlement with the competitor for more than ten times the case evaluation award.
Force majeure is a term used in contracts to describe unforeseen events, outside a party’s control, which may exempt a party from liability. During a force majeure event, businesses may experience supply chain disruptions or interruptions that impact their ability to perform under a contract.
It is widely understood that when parties enter into a contract, they do so in good faith, with the expectation that both parties will perform the contract to the best of their abilities. However, on occasion, there are instances where one party may not be able to perform their contractual obligations due to forces outside of their control. When such circumstances arise businesses may look to force majeure clauses in their contracts for relief from performance.
Further, if a contract does not have a force majeure clause, the uniform commercial code may apply to provide relief under the doctrine of commercial impracticability (UCC sec. 2-615 and state law adaptations). A party may be excused from performing its obligations due to the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made.
Force Majeure Clauses And COVID-19
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Our attorneys can also assist you with the following cases: