GC Timmis & Co. v. Guardian Alarm Co.

• Court: Michigan Supreme Court
• Writing for the Court: MARKMAN, J.
• Citation: GC Timmis & Co. v. Guardian Alarm Co., 662 N.W.2d 710, 468 Mich. 416 (Mich. 2003)
• Decision Date: 18 June 2003
• Docket Number: Docket No. 120035, Calendar No. 2.
• Parties: G.C. TIMMIS & COMPANY, Plaintiff-Appellant, v. GUARDIAN ALARM COMPANY, Defendant-Appellee.

662 N.W.2d 710

468 Mich. 416

G.C. TIMMIS & COMPANY, Plaintiff-Appellant, v. GUARDIAN ALARM COMPANY, Defendant-Appellee.

Docket No. 120035, Calendar No. 2.

Supreme Court of Michigan.

Argued January 15, 2003.

Decided June 18, 2003.

Vandeveer Garzia (by David B. Timmis), Troy, MI, for the plaintiff-appellant.

Seyburn, Kahn, Ginn, Bess & Serlin, P.C. (by Barry M. Rosenbaum), Southfield, MI, for the defendant-appellee.

McClelland & Anderson, L.L.P. (by Gregory L. McClelland and Marc D. Matlock), Lansing, MI, for the Michigan Association of Realtors.

MARKMAN, J.

This case concerns whether plaintiff acted as a real estate broker under § 2501(d) of the real estate brokers act (REBA), M.C.L. § 339.2501 et seq. The trial court denied defendant's motion for summary disposition after finding that a question of fact remained concerning whether plaintiff participated in negotiations regarding the sale of a business. The Court of Appeals reversed the order of the trial court and held that REBA required plaintiff to be a licensed real estate broker because it had acted as a "finder." We reverse the judgment of the Court of Appeals and remand this case to the trial court for a determination whether defendant's transaction here constituted a "real estate" transaction for purposes of REBA.¹

I. BACKGROUND

Plaintiff is a registered investment advisor, but it is not a licensed real estate broker. Plaintiff introduced itself to defendant, a security-systems company, in order to discuss how it might assist defendant in acquiring other security-systems companies. According to plaintiff, the parties entered into an oral contract, which specified that plaintiff would receive a "success fee" for any company plaintiff contacted on defendant's behalf that defendant subsequently purchased.² Plaintiff eventually introduced defendant to a company, MetroCell, a subsidiary of Rao Corporation. Subsequently, defendant purchased the alarm contracts of MetroCell and its customers, and plaintiff sought the "success fee." However, defendant refused to pay, claiming that REBA precluded plaintiff from bringing suit because plaintiff had acted as an unlicensed real estate broker. The trial court denied defendant's motion for summary disposition, concluding that there was a genuine issue of material fact regarding whether plaintiff had acted as a "real estate broker." The Court of Appeals, in a two-to-one decision, reversed. 247 Mich.App. 247, 635 N.W.2d 370 (2001). This Court granted plaintiff's application for leave to appeal.³

II. STANDARD OF REVIEW

Statutory interpretation is an issue of law that is reviewed de novo. People v. Morey, 461 Mich. 325, 329, 603 N.W.2d 250 (1999).

III. ANALYSIS

This Court must determine whether plaintiff's conduct fell within the scope of Michigan's real estate brokers licensing act. To determine whether plaintiff acted as a "real estate broker," this Court must first determine: (a) whether the Legislature intended the definition of "real estate broker" to encompass the brokerage of non-"real estate" transactions; and, if so, (b) whether plaintiff conducted itself as a "real estate broker," as defined in § 2501(d) of the Occupational Code. M.C.L. § 339.101 et seq.

A. REBA LIMITED TO REAL ESTATE TRANSACTIONS

MCL 339.2501(d) provides:

"Real estate broker" means an individual... [or entity] who with the intent to collect or receive a fee, compensation, or valuable consideration, sells or offers for sale, buys or offers to buy, provides or offers to provide market analysis, lists or offers or attempts to list, or negotiates the purchase or sale or exchange or mortgage of real estate, or negotiates for the construction of a building on real estate; who leases or offers or rents or offers for rent real estate or the improvements on the real estate for others, as a whole or partial vocation; who engages in property management as a whole or partial vocation; who sells or offers for sale, buys or offers to buy, leases or offers to lease, or negotiates the purchase or sale or exchange of a business, business opportunity, or the goodwill of an existing business for others; or who, as owner or otherwise, engages in the sale of real estate as a principal vocation. [Emphasis added.]

When construing a statute, the Court's primary obligation is to ascertain the legislative intent that may be reasonably inferred from the words expressed in the statute. Chandler v. Co. of Muskegon, 467 Mich. 315, 319, 652 N.W.2d 224 (2002). If the language of the statute is unambiguous, the Legislature is presumed to have intended the meaning expressed. Tryc v. Michigan Veterans' Facility, 451 Mich. 129,135, 545 N.W.2d 642 (1996).

Real estate brokering is not the only profession regulated by the Legislature under the Occupational Code. M.C.L. § 339.101 et seq. Rather, the Code regulates a number of other professions, including public accounting, barbering, hearing-aid dealing, and residential building. See M.C.L. § 339.720 et seq.; MCL 339.1101 et seq.; MCL 339.1301 et seq.; MCL 339.2401 et seq. A common theme prevails throughout each of these articles—namely, that each article deals with a single or discrete group of identified professions. For example, article 11 deals only with barbering and does not contain language that would suggest that it applies to any other professions, such as dog grooming.

The doctrine of noscitur a sociis, i.e., that "a word or phrase is given meaning by its context or setting," affords us assistance in interpreting § 2501(d). See Koontz v. Ameritech Services Inc., 466 Mich. 304, 318, 645 N.W.2d 34 (2002). Thus, we utilize this doctrine, and apply this theme of a "single or discrete group of identified professions" in the Occupational Code to REBA. Because there is no reason to believe that in drafting REBA, the Legislature chose not to employ this "single or discrete group of identified professions" theme, we find this to be the first indication that REBA applies only to the brokering of real estate.

However, our inquiry does not stop there. Next, we apply noscitur a sociis to the individual phrases of § 2501(d), as well as to the other provisions of REBA because the emphasized language does not stand alone, and thus it cannot be read in a vacuum. Instead, "[i]t exists and must be read in context with the entire act, and the words and phrases used there must be assigned such meanings as are in harmony with the whole of the statute...." Arrowhead Dev. Co. v. Livingston Co. Rd. Comm., 413 Mich. 505, 516, 322 N.W.2d 702 (1982). "[W]ords in a statute should not be construed in the void, but should be read together to harmonize the meaning, giving effect to the act as a whole." Gen. Motors Corp. v. Erves (On Rehearing), 399 Mich. 241, 255, 249 N.W.2d 41 (1976)(opinion by COLEMAN, J.). Although a phrase or a statement may mean one thing when read in isolation, it may mean something substantially different when read in context. McCarthy v. Bronson, 500 U.S. 136, 139, 111 S.Ct. 1737, 114 L.Ed.2d 194 (1991); Hagen v. Dep't of Ed., 431 Mich. 118, 130-131, 427 N.W.2d 879 (1988). "In seeking meaning, words and clauses will not be divorced from those which precede and those which follow." People v. Vasquez, 465 Mich. 83, 89, 631 N.W.2d 711 (2001), quoting Sanchick v. State Bd. of Optometry, 342 Mich. 555, 559, 70 N.W.2d 757 (1955). "It is a familiar principle of statutory construction that words grouped in a list should be given related meaning." Third Nat'l Bank in Nashville v. Impac Ltd., Inc., 432 U.S. 312, 322, 97 S.Ct. 2307, 53 L.Ed.2d 368 (1977); see also Beecham v. United States, 511 U.S. 368, 371, 114 S.Ct. 1669, 128 L.Ed.2d 383 (1994).

The emphasized language of REBA's definition of "real estate broker," part III(A) above, includes the phrase, one "who ... negotiates the purchase or sale ... of a business, business opportunity, or the goodwill of an existing business for others...." M.C.L. § 339.2501(d). In interpreting this language, we examine its context and must give it a meaning that is not only logically related to the type of broker specifically defined in § 2501(d), but also a meaning logically related to the other five phrases used in § 2501(d) to define a "real estate broker," and the other provisions of REBA. Vasquez, supra at 89, 631 N.W.2d 711.

Section 2501(d) defines not merely a broker, but specifically a "real estate" broker, and thus provides the first indication that the Legislature intended that REBA apply only to persons brokering real estate. Further, immediately following REBA's definition of "real estate" broker, the Legislature defines "real estate" salesperson, in terms that expressly cross-reference the definition of "real estate" broker, i.e., a "real estate salesperson" is one who is employed by a "real estate broker." The Legislature also defines five other terms in § 2501,⁴ all of which are defined by express reference to "real estate" or "real property." The Legislature then employs six definitional phrases in § 2501(d) to give meaning to the term "real estate broker," and each of those phrases, with the exception of the one at issue, either expressly uses or references the term "real estate."⁵ The Legislature proceeds to employ these same definitional phrases in giving meaning to "real estate salesperson."

Moreover, there are other textual indicators that REBA applies only to "real estate." First, the courses an applicant must complete in order to receive a license under this act, a license as a "real estate" broker, all not surprisingly concern real estate.⁶ Second, amid this focus on real estate, there is nothing within REBA that suggests any legislative intent that it apply to non-"real estate" transactions.⁷ Thus, application of the "single or discrete group of identified professions" theme, along with an examination of the text of § 2501(d), as well as the text of REBA's surrounding provisions, together suggest that REBA's licensing requirement only applies to ...