Hills & Dales General Hospital v. Pantig
295 Mich. App. 14
| Mich. Ct. App. | 2011Background
- Hills and Dales General Hospital sued Huron Medical Center and two physicians in Tuscola County for alleged breaches of a covenant not to compete.
- Huron Medical holds stock in two Tuscola County clinics (Thumb MRI Center LLC and Thumb Area Dialysis Center) that Hills and Dales alleged conduct business in Tuscola.
- Huron Medical moved for change of venue to Huron County; Pantig removed to federal court, later remanded to state court.
- The circuit court denied the venue change and held Tuscola County proper; Hills and Dales appealed the venue ruling.
- The court ultimately held that Huron Medical does not conduct business in Tuscola through its stock in the clinics and reversed/remanded for proper venue analysis.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Timeliness of venue motion | Huron Medical and Oxholm-Dababneh filed timely under MCR 2.221(A). | Motion should be considered untimely due to delay in hearing. | Motion timely; circuit court erred. |
| Proper venue under MCL 600.1621(a) | Huron Medical conducts business in Tuscola via joint ventures. | Corporate entities are separate; stock ownership does not constitute conducting business in Tuscola. | Huron Medical does not conduct business in Tuscola; Tuscola venue improper. |
| Effect of stock ownership and joint ventures on venue | Stock ownership in Tuscola clinics constitutes conduct of business there. | No piercing of corporate veil; joint ventures not attributing conduct to Huron Medical. | Stock ownership and joint venture participation do not create conduct of business in Tuscola. |
| Whether venue can be grounded on 'real presence' in the county | Huron Medical’s website and relationships show presence in Tuscola. | Presence alone insufficient; requires true business connection with local operations. | No true business connection; venue not proper in Tuscola. |
| Remedy | Maintain Tuscola venue as proper. | Remand to proper venue is required. | Reversed and remanded for proper venue determination. |
Key Cases Cited
- Saba v. Gray, 111 Mich App 304 (1981) (real presence required for venue; mere advertising insufficient)
- Pulcini v Doctor’s Clinic, PC, 158 Mich App 56 (1987) (no conduct of business where physician lacked real presence in county)
- Chiarini v John Deere Co, 184 Mich App 735 (1990) (rejects attributing dealer/network activities to defendant; requires local operation)
- Foodland Distrib v Al-Naimi, 220 Mich App 453 (1996) (corporate form generally respected; no conjectural attribution of business)
- Seasword v Hilti, Inc. (After Remand), 449 Mich 542 (1995) (treats corporate separate entities in venue context)
- First Pub Corp v Parfet, 468 Mich 101 (2003) (corporate form and venue considerations in Michigan)
- Jones v Martz & Meek Constr Co, Inc, 362 Mich 451 (1961) (corporate separateness and venue implications)
- Neirbo Co v Bethlehem Shipbuilding Corp, Ltd, 308 U.S. 165 (1939) (corporate personhood and venue principles cited)