Business litigation in Michigan

MCL 450.4515 lets a member sue in circuit court to establish that the acts of the managers or members in control are illegal, fraudulent, or willfully unfair and oppressive toward the company or the member. If the member establishes grounds, the court may order relief such as dissolution, changes to the operating agreement, a buyout at fair value, or damages.

Authority: MCL 450.4515(1)-(2). Reviewed Oct. 2026.

They can be. MCL 445.774a allows an employer to obtain an agreement that protects its reasonable competitive business interests and prohibits post-employment competition if the agreement is reasonable as to duration, geographical area, and type of employment or line of business. If it is unreasonable in some respect, a court may limit it and enforce it as limited.

Authority: MCL 445.774a(1)-(2); St Clair Med, PC v Borgiel, 270 Mich App 260, 265-269 (2006). Reviewed Oct. 2026.

Michigan treats interference with a contract and interference with a business relationship or expectancy as distinct claims. For a contract, you must show a contract, its breach, and an unjustified instigation of the breach by the defendant. For a business expectancy, you must show a valid relationship or expectancy, the defendant's knowledge of it, intentional interference causing its termination, and resulting damage.

Authority: Health Call of Detroit v Atrium Home & Health Care Servs, Inc, 268 Mich App 83 (2005). Reviewed Oct. 2026.

It depends on who was harmed and who would receive the recovery. The Michigan Supreme Court held in Murphy v Inman that if the corporation suffered the harm and would get the remedy, the claim is derivative and the statutory demand rules apply. If the shareholder suffered the harm independently and would get the remedy, the claim is direct. Murphy allowed a shareholder to sue directly over the directors' handling of a cash-out merger.

Authority: Murphy v Inman, 509 Mich 132 (2022); MCL 450.1541a; MCL 450.1493a. Reviewed Oct. 2026.

It usually ends the implied warranties, but not necessarily everything. Under MCL 440.2316(3)(a), words like "as is" or "with all faults" exclude all implied warranties unless the circumstances indicate otherwise. Without such words, a disclaimer of merchantability must mention merchantability and, in a writing, be conspicuous, and a disclaimer of fitness for a particular purpose must be in a conspicuous writing. Express promises are read together with the disclaimer (MCL 440.2316(1)).

Authority: MCL 440.2314; MCL 440.2315; MCL 440.2316(1)-(3); Davis v LaFontaine Motors, Inc, 271 Mich App 68 (2006); MCL 440.2607(3)(a); MCL 440.2725. Reviewed Oct. 2026.