348410
Mich. Ct. App.Sep 24, 2020Background
- Plaintiff Nathan Hamood sued ZenMuse, a California LLC, in Michigan in September 2017 and attempted service by sending the complaint to Michigan LARA’s Corporations Bureau administrator (allegedly by certified mail; certified-mail receipt not in record).
- ZenMuse had ceased doing business in Michigan in August 2016, filed a formal withdrawal with LARA revoking its resident agent’s authority, and designated the LARA administrator as the recipient for service and identified a law firm for mailing.
- ZenMuse remained an active California entity with a registered agent (Paracorp, Inc.) and a corporate officer (Anita Baker); Hamood did not attempt service on ZenMuse’s registered agent or on Baker and used certified rather than required registered mail.
- MCR 2.105(D) sets out specific methods for serving domestic or foreign corporations (e.g., officer or resident agent; or registered mail to both the corporation/officer and Michigan bureau when no resident agent exists). MCR 2.105(H)(1) permits service on an agent authorized by written appointment or by law.
- The concurrence (Judge Gleicher) agrees with the majority outcome but argues service was constitutionally inadequate: she reads the corporate-service rule (MCR 2.105(D)) as controlling here and contends service on the LARA administrator alone did not provide constitutionally sufficient notice and therefore personal jurisdiction was never acquired.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether service on Michigan LARA administrator satisfied court-rule service on a foreign corporation | Service on the LARA administrator was authorized (per ZenMuse’s withdrawal form) and satisfies MCR 2.105(H)(1) | MCR 2.105(D) governs corporate service; it requires service on a corporate officer or resident agent or, when applicable, registered mail to both the corporation/officer and the Michigan bureau — service on the administrator alone is insufficient | Majority held service permissibly effected under MCR 2.105(H)(1); concurring judge would hold service insufficient and therefore no personal jurisdiction (judgment void) |
| Whether ZenMuse’s withdrawal form and designation of LARA administrator constituted voluntary consent to sole service through LARA | The withdrawal form authorized service on the LARA administrator, so sole service thereon is acceptable | The form does not displace court-rule requirements nor impose an official duty on LARA to notify the corporation; it did not waive due-process demands for reasonable probability of actual notice | Concurrence: revocation/consent form insufficient to satisfy due process; majority treated the form and rule as adequate for service |
| Whether service by certified mail (rather than registered mail) complied with the methods specified by MCR 2.105 / MCL 600.1920 | Hamood’s use of certified mail was adequate to effect service | Court rules/statute require registered mail where specified; certified mail deviates from the prescribed method | Concurrence notes Hamood violated the rule/statute by using certified rather than registered mail and treats this as a defect supporting insufficiency of service |
| Whether defective service rendered resulting default judgment void and subject to set-aside under MCR 2.612(C)(1)(d) | Service was adequate; judgment stands | If service was constitutionally insufficient, the judgment is void for lack of personal jurisdiction and should be set aside | Concurrence would set aside the default judgment as void for lack of personal jurisdiction; majority affirmed outcome but differed on service rationale |
Key Cases Cited
- Wuchter v. Pizzutti, 276 U.S. 13 (1928) (service on state official without a statutory duty to notify defendant fails constitutional due-process requirements)
- Gebhardt v. O’Rourke, 444 Mich. 535 (1994) (specific statutory or rule provisions control over general ones)
- Magdich & Assoc., PC v. Novi Dev. Assoc., LLC, 305 Mich. App. 272 (2014) (interpretive principle about construing court rules harmoniously)
- Int’l Bus. Machines Corp. v. Dep’t of Treasury, 496 Mich. 642 (2014) (avoid constructions that render one provision superfluous)
- Miserandino v. Resort Props., 345 Md. 43 (1997) (long-arm/secretary-of-state service insufficient where statute did not ensure reasonable probability of actual notice)