Careers

Experiences

Industries

Offices

Our Firm

Pages

Our People

Updates

Practices

Warner Norcross + Judd LLP is a corporate law firm with over 230 attorneys serving clients in nine offices throughout Michigan. Among the largest law firms in Michigan, Warner works in virtually all areas of business law.

Michigan Law Firm - Warner Norcross + Judd LLP

The Michigan Court of Appeals in <a href="http://publicdocs.courts.mi.gov:81/OPINIONS/FINAL/COA/20150908_C322956_36_322956.OPN.PDF" target="_blank" rel="noreferrer noopener"><em>Salem Springs, LLC v. Salem Township, et al.</em> No. 322956</a> held that (1) a manager of a limited liability company (“LLC”) does not have standing to bring an action where the LLC is the proper party to the action; and (2) the relation back doctrine in MCR 2.118(D) does not apply to amending a complaint by adding a new party to the action.

contentpilot/introduction

Salem Springs, LLC (“Salem Springs”), owned property in Salem Township. In 2009 it transferred the property to Salem Springs Owner, LLC (“Salem Springs Owner”), however Salem Springs remained the sole manager of Salem Springs Owner. In 2011 Salem Springs requested a change in the zoning, and the Salem Township Board of Trustees approved the change. However, interested citizens of Salem Township challenged the zoning change via a referendum. At this time Salem Springs filed suit in the nature of <em>quo warranto</em> under MCL 600.4545 to enjoin the referendum vote. Salem Township and the interested citizens responded that Salem Springs did not have standing to bring the suit and that they may not now amend the complaint to change the name of the party.

core/paragraph

The Court agreed with the Salem Township. It first reasoned that under MCL 600.4545 only a prosecuting attorney, attorney general or a citizen of the county where the alleged election fraud took place may bring the suit. Salem Springs, it determined was not a “resident” of Washtenaw County as it was merely a manager of the Salem Springs Owner. Its principal place of business was not in Washtenaw County and it did not own any real property in the county. Thus, the Court ruled in favor of Salem Township and determined that the action was required to be filed in the name of Salem Springs Owner, not the manager of the company.

Salem Springs then argued that it should be permitted to amend its complaint, and although the statute of limitations under MCL 600.4545 had run, it could use the relation back doctrine to amend its complaint.

Again, the Court found in favor of Salem Township. It reasoned that under MCR 2.118(D) only an amendment that adds a claim or defense relates back to the date of the original pleading. Here, Salem Springs was attempting to add a party to the complaint, and it failed to show an inadvertent misnomer or an unimportant mistake that would permit such an amendment.&nbsp;

Thus, the Court held that Salem Springs did not have standing to bring the action, it could not amend the complaint to add Salem Springs Owner, and it remanded the case for summary disposition in favor of Salem Township.

Partner

Jason L. Byrne

Labor and Employment

COA holds that a manager of an LLC does not have standing to bring a suit on behalf of its company and that the relation back doctrine for amending a complaint does not apply to adding a party

Warner Norcross + Judd LLP is responsible for the contents of our advertising and this website. Please read our full <a href="/privacy-policy/" aria-label="see privacy policy">privacy policy</a> available on our website. If you have any questions or comments about our website or our Privacy Policy please contact us at <a href="mailto:info@wnj.com">info@wnj.com</a> or 616.752.2000. 

COA holds that a manager of an LLC does not have standing to bring a suit on behalf of its company and that the relation back doctrine for amending a complaint does not apply to adding a party

professionals