Future Now Enterprises, Inc. v. Foster, 860 F. Supp. 2d 420

FNE and its sole shareholder Cimmer allege a 33% ownership interest in a retail natural gas venture with Foster and Schweihofer; the venture formed Macomb Energy, LLC (Michigan) and MCELO (Ohio).
MCELO was dissolved and Macomb Energy’s Michigan certification transferred to a new Michigan LLC, MCEM, without recognizing FNE or Cimmer as owners.
Plaintiffs allege they relied on promises of ownership and provided labor, management, and services toward the venture beginning in 2002, while ownership was being diverted to others.
Various corporate restructurings and filings between 2002 and 2005 culminated in plaintiffs discovering no ownership interest and Cimmer’s termination in February 2005.
In February 2011, plaintiffs filed a five-count complaint asserting fraud, civil conspiracy, breach of contract, quantum meruit, and breach of fiduciary duties.
Defendants moved to dismiss under Rule 12(b)(6) on the basis that all claims are time-barred by applicable Michigan statutes of limitations.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Fraud statute of limitations accrual	Fraud arose from misrepresentations; bad faith supports viability; discovery rule should apply from 2005.	Fraud claim accrues when misrepresentation is made; six-year limit; discovery rule unavailable here.	Fraud claim time-barred; 6-year limit and discovery rule cannot save filing.
Civil conspiracy viability	Conspiracy is a valid theory alongside fraud; timely as it rests on underlying torts.	Conspiracy requires a separate actionable tort; underlying fraud is time-barred.	Conspiracy claim dismissed as time-barred because the underlying tort is time-barred.
Breach of contract accrual and tolling	Breach occurred in 2005 when employment terminated; tolling via concealment may apply.	Breach occurred when the ownership promised was not granted (Nov. 20, 2002); accrual in 2002; discovery in 2004; tolling inapplicable.	Breach of contract claim accrued in November 2002 and is time-barred; no tolling saved it.
Quantum meruit under contract	Equitable remedy viable where no express contract or breach, or where unjust enrichment exists.	Express contract on point; quantum meruit not available; no unsupported benefits alleged.	Quantum meruit claim dismissed because an express contract governs the subject matter.
Breach of fiduciary duty	Breach is a separate wrong subject to its own limitations period.	Three-year limitations period applies; conceded by plaintiffs.	Breach of fiduciary duty claim time-barred; dismissed.

Hart v. Ludwig, 347 Mich. 559 (1956) (establishes standards for implied torts arising from promises)
Rinaldo’s Const. Corp. v. Michigan Bell Tel. Co., 454 Mich. 65 (1997) (separate-duty requirement for fraud when contract exists)
Hart v. Ludwig, 347 Mich. 559 (1956) (already listed as above; included for emphasis in context)
Connellan v. Himelhoch, 506 F.Supp. 1290 (E.D. Mich. 1981) (fraud based on promise with present intent to deceive)
Ainscough v. O’Shaughnessey, 346 Mich. 307 (1956) (limits on fraud predicated on promises with no present intent)
Rutan v. Straehly, 289 Mich. 341 (1939) (exception to general rule about fraud from future promises)
Boyle v. General Motors Corp., 468 Mich. 226 (2003) (fraud accrual and discovery considerations)
Am. Fed'n of State, Cnty. and Mun. Emps. v. Bd. of Educ. of Highland Park, 457 Mich. 74 (1998) (statute of limitations related to governmental/employee claims)
Cascade Elec. Co. v. Rice, 70 Mich. App. 420 (1976) (quantum meruit and related unjust enrichment principles)
Belle Isle Grill Corp. v. City of Detroit, 256 Mich. App. 463 (2003) (quando contract covers issue, quantum meruit not allowed)
Johnson Controls, Inc. v. Jay Indus., Inc., 459 F.3d 717 (6th Cir. 2006) (quantum meruit where express contract exists; parallel recovery allowed)
Bay City v. Frazier, 77 F.2d 570 (6th Cir. 1935) (continuous service contract limitations guidance)
Scherer v. Hellstrom, 270 Mich. App. 458 (2006) (breach accrual under contract notes)