William Miller v. Allstate Ins Co
751 N.W.2d 463
Mich.
2008
Check Treatment

MILLER v ALLSTATE INSURANCE COMPANY

Docket Nos. 134393 and 134406

Supreme Court of Michigan

Decided July 2, 2008

481 Mich 601 | 751 N.W.2d 463

Williаm Miller brought an action in the Wayne Circuit Court seeking benefits from Allstate Insurance Company for physical-therapy services he received from PT Works, Inc., after being injured in an automobile accident. Allstate had refused to pay PT Works for these services, alleging that because PT Works was incorporated under the Business Corporation Act (BCA), MCL 450.1101 et seq., rather than the Professional Service Corporation Act (PSCA), MCL 450.221 et seq., Miller‘s treatment was not lawfully rendered as required by the no-fault act, MCL 500.3101 et seq. PT Works intervened and filed a claim against bоth Miller and Allstate for payment of Miller‘s physical-therapy bills, and PT Works’ claim against Miller was dismissed after he assigned to PT Works his rights to insurance benefits from Allstate. The court, David F. Breck, J., denied Allstate‘s motion for summary disposition and granted summary disposition to PT Works, reasoning that physical-therapy practices were not required to be incorporated under the PSCA. The Court of Appeals, JANSEN, P.J., and MURPHY and FORT HOOD, JJ., affirmed, holding that, regardless of whether PT Works was properly incorporated under the BCA, the treatment rendered to Miller was lawful, and therefore reimbursable under the no-fault act, because it was performed by properly licensed physical therapists. . The Supreme Court, in lieu of granting leave to appeal, vacated the judgment of the Court of Appeals and remanded the case to the Court of Appeals to determine whether PT Works could properly be incorporated solely under the BCA, and not under the PSCA, and, if PT Works was improperly incorporated under the BCA, to reconsider whether the physical therapy provided by PT Works was lawfully rendered under MCL 500.3157 of the no-fault act. . On remand, the same Court of Appeals panel again affirmed, holding that although PT works was improperly incorporated under the BCA, the physical-therapy services it provided to Miller were lawfully rendered under MCL 500.3157 of the no-fault act. . PT Works and Allstate filed applications for leave to appeal in the Supreme Court, both of which the Supreme Court granted. .

In an opinion by Justice MARKMAN, joined by Chief Justice TAYLOR and Justices CORRIGAN and YOUNG, the Supreme Court held:

Allstate lacks statutory standing to challenge PT Works’ corporate status because the BCA grants the power to challenge corporate status solely to the Attorney General.

  1. Although the Legislature cannot expand beyond constitutional limits the class of people who have standing, it may limit the class of people who may challenge a statutory violation.
  2. The BCA indicates that once articles of incorporation have been filed, such filing constitutes conclusive evidence that all the requirements for complying with the BCA have been fulfilled and that the corporation has actually been formed in compliance with the BCA, thereby crеating an irrebuttable presumption of proper incorporation. The BCA creates a single exception to this presumption by granting the Attorney General the sole authority to challenge whether a corporation has been properly incorporated under the BCA. Thus, this Court can only consider whether a corporation has been properly incorporated under the BCA in a suit brought by the Attorney General.
  3. The provision of the BCA that grants the Attorney General the sole authority to challenge whether a corporation was properly incorporated presents a jurisdictional bar to Allstate‘s affirmative defense that PT Works was improperly incorporated. Accordingly, the lower courts should not have considered the merits of Allstate‘s claim.

Affirmed, but rationale vacated; case remanded to the circuit court for further proceedings.

Justice CAVANAGH concurred in the result only.

Justice WEAVER, joined by Justice KELLY, concurred in the result only, because the defendant lacked standing to challenge the corporate status of PT Works, but wrote separately to disagree with the majority‘s discussion of and test for standing.

1. STATUTES - BUSINESS CORPORATION ACT - STANDING.

An individual plaintiff lacks statutory standing to challenge whether a corporation was properly incorporated under the Business Corporation Act because that act grants standing with respect to that issue solely to the Attorney General (MCL 450.1221).

2. STATUTES - BUSINESS CORPORATION ACT - AFFIRMATIVE DEFENSES - JURISDICTION.

Courts do not have jurisdiction to consider improper incorporation under the Business Corporation Act as an affirmative defense of a party who is not the Attorney General (MCL 450.1221).

Nemier, Tolari, Landry, Mazzeo & Johnson, P.C. (by David B. Landry and Michelle E. Mathieu), for Allstate Insurance Company.

Thav, Gross, Steinway & Bennett, P.C. (by Barry A. Steinway), for PT Works, Inc.

Amici Curiae:

Allan Fаlk, P.C. (by Allan Falk), for Preferred Medicine, Inc., Joanna Rohl, and Fatmeh Chehab.

Couzens, Lansky, Fealk, Ellis, Roeder & Lazar, P.C. (by Karen W. Magdich), for the International Association of Special Investigation Units, the Michigan Chapter of the International Association of Special Investigation Units, and the Property Casualty Insurers Association of America.

Hall, Render, Killian, Heath & Lyman, PLLC (by Margaret Marchak, Michael J. Philbrick, and Leah Voigt Romano), for the Health Care Law Sectiom of the State Bar of Michigan.

Michael A. Cox, Attorney General, Thomas L. Casey, Solicitor General, and David W. Silver and Amy L. Rosenberg, Assistant Attоrneys General, for the Attorney General.

James L. Carey, Justin G. Klimko, and Cyril Moscow for the Business Law Section of the State Bar of Michigan.

Foster, Swift, Collins & Smith, P.C. (by Richard C. Kraus and Alan T. Rogalski), for the Michigan Physical Therapy Association.

Keranen & Associates, P.C. (by Gary D. Quesada), for the American Institute of Architects Michigan, the American Council of Engineering Companies of Michigan, and the Michigan Society of Professional Engineers.

Gross & Nemeth, P.L.C. (by Mary T. Nemeth), for ‍‌‌​​​‌​​‌‌‌​​‌‌​‌​​​​‌‌​​​‌​​‌​‌​‌‌​​​​​​​​​​​‌​‍the Insurance Institute of Michigan.

OPINION OF THE COURT

MARKMAN, J. We granted leave to appeal to consider (1) whether plaintiff corporation was imрroperly incorporated under the Business Corporations Act (BCA), MCL 450.1101 et seq., and, if so, (2) whether an improperly incorporated entity rendering physical therapy treatment has “lawfully” rendered such treatment under MCL 500.3157. However, because defendant insurance company lacks statutory standing to challenge plaintiff‘s corporate status under MCL 450.1221, which grants the power to challenge corporate status solely to the Attorney General, the above questions are not properly before us. Accordingly, we affirm the judgment of the Court of Appeals in plaintiff‘s favor, albeit on alternative grounds, and we remand to the trial court for further proceedings.

I. FACTS AND PROCEDURAL HISTORY

William Miller was injured in separate car accidents on February 27, 2002, and September 13, 2002.1 Miller was diagnosed with whiplash; his doctor prescribed physical therapy and referred Miller to plaintiff PT Works, Inc. Miller was treated by PT Works from April 2, 2003, through August 28, 2003, incurring a bill for $29,150.

Miller was insured with defendant Allstate Insurance Company (Allstate). PT Works billed Allstate for $29,150, but Allstate refused to pay. Miller then filed this lawsuit against Allstate for no-fault benefits, and subsequently assigned his claim to PT Works, who then filed a claim against Allstate as cross-plaintiff.

Allstate moved for summary disposition, arguing that PT Works was unlawfully incorporated under the BCA, because PT Works was required to incorporate under the Professional Services Corporations Act (PSCA), MCL 450.221 et seq. Allstate argued that, because it was obligated to pay no-fault benefits only for treatment “lawfully” rendered, MCL 500.3157, PT Works could not recover no-fault benefits if it was unlawfully incorporated. The trial court denied Allstate‘s motion, concluding that physical therapy did not constitute “professiоnal services” under the PSCA, and hence PT Works could incorporate under the BCA.

Allstate appealed, and the Court of Appeals affirmed. . The Court of Appeals held that, regardless of whether PT Works was lawfully incorporated under the BCA, the treatment rendered to Miller was “lawful” under MCL 500.3157 because it was rendered by properly licensed physical therapists. Id. at 286-287.

Allstate then filed an application for leave to appeal with this Court, and, in lieu of granting leave, we vacated the initial Court of Appeals judgment and remanded to the Court of Appeals to consider whether PT Works was lawfully incorрorated and, if PT Works was unlawfully incorporated, to reconsider whether treatment was lawfully rendered. .

On remand, the Court of Appeals again affirmed the trial court‘s denial of summary disposition. . The Court of Appeals held that PT Works could have incorporated under the PSCA, and thus was unlawfully incorporated under the BCA, citing MCL 450.1251(1).2 Id. at 654. In particular, the Court of Appeals noted that physical therapy constituted a personal service to the public, and required a license under Michigan law. Id. However, the Court of Appeals adopted its prior analysis and concluded that the improper incorporation under the BCA did not render the treatment “unlawful” under MCL 500.3157. Id. at 655-658.

PT Works appealed the decision of the Court of Appeals that it was unlawfully incorporated. In a separate application, Allstate appealed the decision of the Court of Appeals that, despite the unlawful incorporation, the treatment was “lawfully rendered.” This Court granted both applications for leave to appeal. .

II. STANDARD OF REVIEW

Questions of statutory interpretation are reviewed de novo. .

III. ANALYSIS

Our constitution requires that a plaintiff possess standing bеfore a court can exercise jurisdiction over that plaintiff‘s claim. . This constitutional standing doctrine is longstanding and stems from the separation of powers in our constitution. . Because the constitution limits the judiciary to the exercise of “judicial power,” Const 1963, art 6, § 1, the Legislature encroaches on the separation of powers when it attempts to grant standing to litigants who do not meet constitutional standing requirements.3 .

Although the Legislature cannot expand beyond constitutional limits the class of persons who possess standing, the Legislature may permissibly limit the class of persons who may challenge a statutory violation. That is, a party that has constitutional standing may be precluded from enforcing a statutory provision, if the Legislature so provides. This doctrine has been referred to as a requirement that a party possess “statutory standing.” See, e.g., . Statutory standing “simply [entails] statutory interpretation: the question it asks is whether [the Legislature] has accorded this injured plaintiff the right to sue the defendant to redress his injury.” Id. at 295 (emphasis in original).

In this case, plaintiff asks this Court to conclude that, under the express terms of the BCA, defendant may not bring any challenge against plaintiff‘s corporate status. That is, defendant‘s lack of statutory standing would act as a jurisdictional bar to defendant‘s affirmative defense that plaintiff was unlawfully incorporated. If the BCA categorically bars defendant‘s claim, then the lower courts should not have considered ‍‌‌​​​‌​​‌‌‌​​‌‌​‌​​​​‌‌​​​‌​​‌​‌​‌‌​​​​​​​​​​​‌​‍the substance of defendant‘s claim, as they each did in different ways; rather, they should have simply determined that defendant may not raise the affirmative defense that plaintiff was unlawfully incorporated. Accordingly, before considering whether an entity is lawfully incorporated under the BCA, a court must consider whether the party challenging corporate status has statutory standing to raise that claim.

Statutory standing, which necessitates an inquiry into whether a statute authorizes a plaintiff to sue at all, must be distinguished from whether a statute permits an individual claim for a particular type of relief. See (distinguishing between “whether [a statute] authorizes this plaintiff to sue” and “whether the scope of the [statutory] right of action includes past violations” and stating that the latter “goes to the merits and not to statutory standing“). The statutory-standing inquiry is generally jurisdictional; the claim-for-relief inquiry is non-jurisdictional. ; see also (stating that the claim for relief inquiry is non-jurisdictional and contrasting that inquiry with the statutory-standing inquiry); (“The question whether a... statute creates a claim for relief is not jurisdictional.“). But see (rejecting the proposition that statutory standing is jurisdictional). We acknowledge that the line dividing these inquiries is not always susceptible to easy demarcation; as Steel Co points out, “the merits inquiry and the statutory standing inquiry often ‘overlap.’ ” , quoting .

An example illustrates the distinction. This Court considered during its last term whether an individual plaintiff “may maintain a private cause of action fоr money damages against” a public employer for a violation of MCL 15.602.4 . We held that, based on the text of the statute, “the Legislature did not intend to create a private cause of action for violation of this particular provision.” Id. at 196. We further noted that the plaintiff could seek enforcement of the statute through a claim for injunctive relief or a declaratory judgment. Id. at 196-197. Thus, an individual plaintiff could bring some cause of action to enforce MCL 15.602, thereby indicating that an individual plaintiff has statutory standing. However, an individual plaintiff could not bring every particular type of action, namely in that case an action fоr money damages. This latter question goes to the scope of the cause of action.

Two conclusions should be drawn from this. First, a determination that a plaintiff lacks statutory standing to assert a cause of action is essentially the equivalent of concluding that a plaintiff cannot bring any action in reaction to an alleged legal violation. Second, an inquiry regarding statutory standing and an inquiry regarding the merits of a particular claim for relief both follow the

same method: both analyze the statutory language to determine legislative intent. However, the two inquiries ask different questions: the former asks whether any plaintiff may ever assert a violation of the statute, whereas the latter asks whether the plaintiff may assert a particular cause of action for the violation.

Here, the initial question is whether defendant Allstate may challenge the incorporation of PT Works under the BCA.5 Because the relevant question is whether the BCA authorizes defendant to make such a challenge, the issue presented is properly characterized as one of statutory standing.

MCL 450.1221 of the BCA states:

The corporate existence shall begin on the effective date of the articles of incorporation as provided in [MCL 450.1131].6 Filing is conclusive evidence that all conditions precedent required to be performed under this act have been fulfilled and that the corporation has been formed under this act, except in an action or special proceeding by the attorney general.

This statute indicates that once articles of incorporation under the BCA have been filed, such filing constitutes “conclusive evidence” that (1) all the requirements for complying with the BCA have been fulfilled and (2) the corporation has actually been formed in compliance with the BCA. Thus, the statute generally creates an irrebuttable presumption of proper incorporation once the articles of incorporation have been filed.7 The statute then creates a single exception to this general rule by granting the Attorney General the sole authority to challenge whether a corporation has been properly incorporated under the BCA. That is, only the Attorney General is not affected by the irrebuttable presumption in favor of legаlity. By naming only the Attorney General in this respect, the Legislature has indicated that the Attorney General alone has the authority to challenge corporate status, under the principle expressio unius est exclusio alterius, that is, “the expression of one thing is the exclusion of another.” . Thus, the filing of the articles of incorporation serves as “conclusive evidence” that PT Works has been properly formed, and this Court cannot, under the terms of MCL 450.1221, conclude otherwise, except as a consequence of a suit brought by the Attorney General.

In essence, MCL 450.1221 prevents any person—other than the Attorney General—from bringing any challenge to corporate status under the BCA: every such challenge would be doomed to failure, because the mere filing of articles of incorporation constitutes “con-

clusive evidence” of the corporation‘s legality. Because the Legislature has expressly forbidden Allstate from raising the affirmative defense asserted in this litigation, Allstate lacks statutory standing to challenge the corporate status of PT Works.8

Moreover, MCL 450.1221 presents a jurisdictional bar to defendant‘s ‍‌‌​​​‌​​‌‌‌​​‌‌​‌​​​​‌‌​​​‌​​‌​‌​‌‌​​​​​​​​​​​‌​‍affirmative defense. Because MCL 450.1221 indicates that only the Attorney General may pursue a claim that a corporation such as plaintiff is improperly incorporated under the BCA, the lower courts should not have considered the merits of Allstate‘s claim.

Allstate argues that MCL 450.1221 sets forth a general rule that only the Attorney General may challenge corporate status under the BCA, but that the no-fault act, MCL 500.3157, provides a specific exception to that general rule. MCL 500.3157 states in part:

A physician, hospital, clinic or other person or institution lawfully rendering treatment to an injured person for an accidental bodily injury covered by personal рrotection insurance, and a person or institution providing rehabilitative occupational training following the injury, may charge a reasonable amount for the products, services and accommodations rendered. [Emphasis added.]

“[S]pecific provisions... prevail over any arguable inconsistency with the more general rule....” . The question raised by Allstate is how to ascertain which provision is more specific and which is more general. As with any question of statutory interpretation, we examine the language of the statutes to discern the Legislature‘s intent. . In order to determine which provision is truly more specific and, hence, controlling, we consider which provision applies to the more narrow realm of circumstances, and which to the more broad realm. MCL 500.3157 grants a right to insurers to refuse payment for treatment that is unlawfully rendered. This right encompasses all forms of unlawfulness, and hence would seem to apply to the challenge made here. However, MCL 450.1221 applies to one specific form of unlawfulness—improper corporate formаtion. Because MCL 450.1221 applies to one form of unlawfulness, and MCL 500.3157 applies to all forms, MCL 450.1221 is the more specific provision and, therefore, prevails over MCL 500.3157.

Contrary to Allstate‘s argument, MCL 500.3157 does not specifically grant an insurer the right to challenge all forms of unlawfulness, regardless of other statutes that impose limitations or exceptions upon such an ability. Rather, MCL 500.3157 sets up a general ability to challenge lawfulness, but neither states nor implies that a right has been established that trumps any other statutory limitation on an insurer‘s ability to contest the lawfulness of treatment. Hence, Allstate‘s argument fails, and we conclude that MCL 450.1221 prevents an insurer from challenging the corporate status of a corporation formed under the BCA.9

Although our analysis rests solely on our interpretation of the relevant statutes, we note that MCL 450.1221 encapsulates at least 100 years of common-law practice in Michigan. In , this Court stated:

This brings us to the doctrine, founded in public policy and convenience and supported by an almost unanimous consensus of judicial opinion, which is that rightfulness of the existence of a body claiming to act, and in fact acting in the face of the State, as a corporatiоn, cannot be litigated in actions between private individuals, or between private individuals and the assumed corporation, but that the rightfulness of the existence of the corporation can be questioned only by the State; in other words, that the question of the rightful existence of the corporation cannot be raised in a collateral proceeding. [Id. at 67 (quotations and citation omitted).]

Indeed, Michigan courts have long held that the state possesses the sole authority to question whether a corporation has been properly incorporatеd under the relevant law. See, e.g., (stating that a particular taxicab company “is a corporation, and its right to be such under the provisions of the act authorizing corporations..., if questioned, must be at the instance of proper State authority“); (“Only the state may challenge the validity of an incorporation.“); see also OAG, 1981-1982, No 5893, pp 167-168 (May 8, 1981) (“The validity of an incorporation can be questioned only by the state in a proper proceeding and cannot be questioned collaterally.“), citing . Moreover, a party cannot raise an argument challenging a corporation‘s corporate status in a collateral proceeding; rather, such an argument may only be brought in a direct proceeding to challenge such status. ; . Thus, in historical context, MCL 450.1221 codifies Michigan‘s longstanding common-law practice of only permitting the state to challenge corporate status, and to do so only in a direct proceeding on that issue.

One need not look far to ascertain the merits of this limitation. As one treatise states:

It would produce endless confusion and hardship, and probably destroy the corporation, if the legality of its existence could be drawn in question in every suit to which it was a party.... [18A Am Jur 2d, Corporations, § 208, p 88.]

Indeed, if the legality of every Michigan corporation were subject to continual assault by any person, it would be difficult to see how a stable economic climate could ever exist. Relevant to this case, no insured person could obtain medical treatment without undertaking a laborious inquiry into whether the entity providing treatment has complied with every applicable corporate statute and regulation. Whether an insured person could obtain benefits would largely depend on the ingenuity of lawyers in ferreting out aspects of corporate non-compliance with applicable statutes. However, the Legislature has deemed it fit that residents of Michigan may depend on the corporate status of any corporation formed under the BCA and approved by the state, and we do nothing more here than enforce that policy decision—a decision rooted in relevant statutes and in longstanding judicial practice.

IV. CONCLUSION

Because Allstate lacks statutory standing to assert that PT Works was improperly incorporated, the Court of Appeals correctly held that summary disposition should be granted to PT Works, albeit on alternative grounds. Accordingly, we affirm the conclusion of the Court of Appeals, but vacate its rationale, and we remand to the trial court for further proceedings consistent with this opinion.

TAYLOR, C.J., and CORRIGAN and YOUNG, ‍‌‌​​​‌​​‌‌‌​​‌‌​‌​​​​‌‌​​​‌​​‌​‌​‌‌​​​​​​​​​​​‌​‍JJ., concurred with MARKMAN, J.

CAVANAGH, J. I concur in the result only.

WEAVER, J. (concurring in the result only). I concur in the result of the majority opinion because defendant Allstate Insurance Company lacks the authority to challenge the corporate status of cross-plaintiff PT Works, Inc. Under MCL 450.1221, only the Attorney General is authorized to challenge an entity‘s corporate status.

I write separately because I disagree with the opinion‘s strained discussion of the standing test erroneously created by the majority of four (Chief Justice TAYLOR and Justices CORRIGAN, YOUNG, and MARKMAN) in ,1 ,2 ,3 and 4 In those cases, the majority of four systematically dismantled Michigan‘s law on standing and replaced years of precedent with its own test that denies Michigan citizens access to the courts.5

KELLY, J., concurred with WEAVER, J.

Notes

1
Although William Miller is the named plaintiff in this case, he is no longer involved in the litigation; hence, all references to “plaintiff” are to cross-plaintiff PT Works, Inc., and all references to “defendant” are to cross-defendant Allstate Insurance Company. .
2

MCL 450.1251(1) of the BCA states:

A corporation may be formed under this act for any lawful purpose, except to engage in a business for which a corporation may be formed under any other statute of this state unless that statute permits formation under this act.

.
3

To establish constitutional standing, a plaintiff must satisfy three elements:

“First, the plaintiff must have suffered an ‘injury in fact‘—an invasion of a legally protected interest which is (a) concrete and particularized, and (b) ‘actual or imminent, not “conjectural” or “hypothetical.“’ Second, there must be a causal connection between the injury and the conduct complained of the injury has to be ‘fairly traceable to the challenged action of the defendant, and not... the result [of] the independent action of some third party not before the court.’ Third, it must be ‘likely,’ as opposed to merely ‘speculative,’ that the injury will be ‘redressed by a favorable decision.’ ” [ (citations omitted).]

.
4
This statute restricts a public employer‘s ability to impose residency restrictions on employees. .
5
Ordinarily, statutory standing questions involve a challenge to a plaintiff‘s standing. Here, however, plaintiff challenges defendant‘s ability to assert plaintiff‘s allegedly unlawful incorporation under the BCA as an affirmative defense. If the BCA prevents defendant from bringing an original action against plaintiff based on unlawful incorporation, then it would be illogical to permit defendant to assert the same grounds as an affirmative defense. See, e.g., (stating that ordinarily a guarantor who has been sued does not possess standing to assert, as an affirmative defense, a claim that inheres in a principal); (“Where the defendant asserts an affirmative defense requiring the litigation of issues not encompassed in the plaintiff‘s case-in-chief, the defendant is in a similar situation on those issues to a plaintiff who is invoking the jurisdiction of the court.“). Accordingly, we must inquire into whether defendant has statutory standing to assert this particular affirmative defense. See my opinions chronicling the majority of four‘s assault on standing in ; ; ; and .
6
MCL 450.1131 establishes general procedures for filing articles of incorporation.
7
In contrast with the irrebuttable presumption established in MCL 450.1221, the Legislature has on other occasions created rebuttable presumptions. See, e.g., MCL 333.17031(3) (filing a written statement regarding educational history creates a “rebuttable presumption” that statement was filed “in good faith“).
8

This conclusion is bolstered by other provisions of the BCA that limit the authority of certain individuals to challenge improper incorporation. The BCA, MCL 450.1821, states:

(1) The attorney general may bring an action in the circuit court of the county in which the principal place of business or registered office of the corporation is located for dissolution of a corporation upon the ground that the corporation has committed any of the following acts:

(a) Procured its organization through fraud.

(b) Repeatedly and willfully exceeded the authority conferred upon it by law.

(c) Repeatedly and willfully conducted its business in an unlawful manner.

(2) The enumeration in this section оf grounds for dissolution does not exclude any other statutory or common law action by the attorney general for dissolution of a corporation or revocation or forfeiture of its corporate franchises.

Thus, MCL 450.1821 vests authority in the Attorney General to pursue dissolution of a corporation. Similarly, MCL 450.1823 permits the shareholders and directors of a corporation to pursue dissolution under certain circumstances. See also MCL 450.1488(1)(g) (allowing shareholders to dissolve a corporation by agreement). Because the expression of one thing is the exclusion of another, , these statutes indicate that an outside party may not pursue dissolution, and thus reflect a general legislative ‍‌‌​​​‌​​‌‌‌​​‌‌​‌​​​​‌‌​​​‌​​‌​‌​‌‌​​​​​​​​​​​‌​‍intent to prevent outside parties from challenging an entity‘s corporate status under the BCA.

9
We emphasize that in no way are we passing judgment on the lawfulness of plaintiff‘s incorporation. Because a court cannot entertain an individual‘s challenge to corporate status under MCL 450.1221, plaintiff must be presumed to be lawfully formed until its incorporation has been successfully challenged by the Attorney General.