Posts Tagged ‘Business Law’

Treating Limited Liability Companies as Corporations

Treating Limited Liability Companies as Corporations

  • April 15th, 2010
  • W. Jay Brown
  • Comments Off on Treating Limited Liability Companies as Corporations

As Michigan law provides some effective remedies and developed common law to govern disputes involving corporations, it is often desirable to apply corporate law principles to limited liability companies. I’ve never seen any reason to treat the entities differently in…

Statutory Conversion Creativity

Statutory Conversion Creativity

  • January 22nd, 2010
  • W. Jay Brown
  • Comments Off on Statutory Conversion Creativity

Michigan’s statutory conversion statute (MCLA 600.2919a) used to confine its enhanced remedy to those who were wrongfully in receipt of converted assets. However, as it didn’t make sense to treat the person receiving the assets more harshly than the converter,…

Precluding Fraud Claims- The Winning Provision to put in your Contracts

Precluding Fraud Claims- The Winning Provision to put in your Contracts

  • January 22nd, 2010
  • W. Jay Brown
  • Comments Off on Precluding Fraud Claims- The Winning Provision to put in your Contracts

For years, commercial litigators have used merger clauses within contracts as a defense to fraud claims. The merger clause can prevent evidence of fraud from being introduced via the parol evidence rule and can also make any alleged reliance “unreasonable.”…

Actions Involving Corporations

Actions Involving Corporations

  • January 22nd, 2010
  • W. Jay Brown
  • Comments Off on Actions Involving Corporations

Business litigation involving a corporation typically involves claims brought under the Michigan Business Corporations Act (“BCA”), MCLA 450.1101 et. seq. However, the BCA is not the only source of statutory claims involving corporations. Section 3605 of the Revised Judicature Act,…