Hogg v. Four Lakes Association, Inc
307 Mich. App. 402
| Mich. Ct. App. | 2014Background
- FLA is a Michigan SRO corporation formed in 1968 providing infrastructure and owns common property within its resort area near Brighton.
- Plaintiff and multiple defendants have served as officers/directors of FLA; they own property within FLA’s area.
- Plaintiff sued in Livingston Circuit Court seeking dismissal of FLA as a valid entity under MCL 455.202 and return of funds, and moved for summary disposition under MCR 2.116(C)(10).
- Defendants acknowledged the term of FLA’s existence had not been renewed but argued ongoing plans to form a new association; shutting FLA would impact services.
- Trial court held MCL 450.371 permits perpetual existence for Michigan domestic corporations and supersedes the SRO limit in MCL 455.202; thus FLA may operate perpetually.
- Court of Appeals affirmed, ruling MCL 450.371 applies to SRO corporations, rendering FLA’s perpetual term authorized and the constitutional challenges unpreserved or meritless.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does MCL 450.371 apply to SRO corporations? | Hogg argues 450.371 does not apply to SRO terms. | FLA argues 450.371 supersedes 455.202 and allows perpetual terms for SRO entities. | Yes; 450.371 applies and overrides 455.202. |
| Does FLA have a perpetual term of existence under the SRO as interpreted after 450.371? | SRO term cannot be perpetual; constitution and statutes limit duration. | Per the articles, FLA’s term is perpetual under 450.371. | FLA may exist perpetually; term is perpetual. |
| Is the SRO unconstitutional under the Title-Object Clause? | SRO’s vagueness and scope violate Const 1963 art 4, §24. | SRO’s title sufficiently relates to its subjects; no disparate subjects. | Title-Object challenge lacking merit; no constitutional violation. |
Key Cases Cited
- Joliet v Pitoniak, 475 Mich 30 (2006) (standard of review for summary disposition and statutory interpretation)
- In re McEvoy, 267 Mich App 55 (2005) (statutory interpretation and de novo review framework)
- Huron Mountain Club v Marquette Co Rd Comm, 303 Mich App 312 (2013) (plain-language interpretation governs statutory meaning)
- Booth Newspapers, Inc v Univ of Mich Bd of Regents, 444 Mich 211 (1993) (issues preserved vs. unpreserved and review of constitutional questions)
- Smith v Foerster-Bolser Construction, Inc, 269 Mich App 424 (2006) (preservation and scope of legal arguments on appeal)
- Parise v Detroit Entertainment, LLC, 295 Mich App 25 (2011) (statutory construction and precedence among newer laws)
- Whitman v Lake Diane Corp, 267 Mich App 176 (2005) (repeated analyses of SRO constitutionality)
- Baldwin v North Shore Estates Ass’n, 384 Mich 42 (1970) (constitutional challenges to SRO validity and delegation arguments)