Plaintiff appeals as of right an order granting defendant’s motion for summary disposition pursuant to MCR 2.116(C)(10). We affirm.
Plaintiff became interested in purchasing National Truck Refinishers, Inc. (NTR), on the basis of real estate broker Rob Smith’s recommendation. NTR was owned by Daniel and Renee Kasco, and defendant Richard Dimmer (defendant) was their accountant. Plaintiff initially thought that NTR’s asking price was too high, but Daniel Kasco allegedly indicated that NTR was more profitable than it appeared because Kasco had been “taking money out of the company kind of off the books” as unreported income. Kasco obtained a number of financial documents prepared by defendant and forwarded copies to plaintiff during their negotiations.
Defendant is not a certified public accountant (CPA), but he prepares tax returns. Defendant had prepared NTR’s tax returns for several years, pursuant to which he received spreadsheets, bank statements, and check *501 ledgers. He compiled balance sheets and profit and loss statements for the Kascos’ use in selling NTR. Defendant had never performed an audit on any records. Defendant testified that the documents were prepared entirely on the basis of confusing and largely incomplete data supplied by Daniel Kasco. Defendant filled in the gaps using “balancing factors,” which he had been told by the Internal Revenue Service was acceptable. Defendant admitted a number of other irregularities, such as carrying over a balance from the Kascos’ prior business, “National Truck Refinishing, Inc.,” when it was dissolved and immediately reincorporated as “National Truck Refinishers, Inc.,” without regard for the change in corporate form or employer identification number. He also listed accounts payable as income.
Defendant admitted that he knew plaintiff was working with Rob Smith to purchase NTR at the time defendant forwarded documents to Smith’s office. Those documents included some income tax returns for NTR. Defendant testified that he had spoken directly to plaintiff, informing him that the documents were unaudited and that some figures were estimates. After receiving these records, and before purchasing the business, plaintiff hired a consultant who was a CPA. The consultant concluded that NTR’s financial records were in order despite Daniel Kasco’s refusal to turn over NTR’s checkbook and check ledger. Plaintiff alleges that he relied on the financial records in agreeing to purchase NTR, and that he did not find out until afterwards that the records inflated NTR’s value. Plaintiff filed a number of claims, but only the claim of negligent misrepresentation against defendant Dimmer is at issue here.
The trial court granted summary disposition on the grounds that plaintiff could not justifiably rely on the
*502
documents because plaintiff knew they were unaudited. We review de novo motions for summary disposition.
Maiden v Rozwood,
A claim for negligent misrepresentation “requires plaintiff to prove ‘that a party justifiably relied to his detriment on information prepared without reasonable care by one who owed the relying party a duty of care.’ ”
Mable Cleary Trust v Edward-Marlah Muzyl Trust,
In Stockler, supra at 36, this Court adopted “[3] Restatement Torts, 2d, § 552, as the minimum standard applicable in reviewing the scope of an accountant’s potential third-party liability for negligent misrepresentation.” Michigan courts have not explicitly set forth when reliance is justifiable because justifiable reliance *503 is not a purely legal standard. The trial court held, essentially as a matter of law, that reliance on unaudited financial statements can never be justifiable. We disagree with such a bright-line rule.
Whether a person
justifiably
relies on a document is indistinguishable from whether the person
reasonably
relies on it. Indeed, courts sometimes treat the two words essentially as synonyms. See, e.g.,
People v Taylor,
We conclude that plaintiff actually was negligent, under the circumstances of this case, in relying on the unaudited financial information provided by defendant. It is undisputed that the parties actually discussed the financial statements directly with each other, and plaintiff was aware that they were not only unaudited but also estimated. Plaintiff then attempted to obtain NTR’s checkbook and expense records on the advice of an independent CPA consultant who examined the initial set of documents supplied by defendant, but Kasco refused repeated requests for these more specific records. In light of these indicia that the information plaintiff did receive *504 was uncertain and incomplete, we find no genuine issue of fact that plaintiff could not reasonably have relied on it.
Affirmed.
Notes
Defendant argued in the trial court that he could not owe plaintiff a duty of care because he did not know, and had no reason to know, that plaintiff would rely on the documents. The trial court did not grant summary disposition on this ground, apparently because defendant himself testified that he directly discussed the documents with plaintiff.