Detroit Int'L Bridge v. Commodities Exp.

Decision Date22 July 2008
Docket NumberNo. 276225.,276225.
Citation760 N.W.2d 565,279 Mich. App. 662
CourtCourt of Appeal of Michigan — District of US

Dykema Gossett, Bloomfield Hills (by Craig L. John, Mark H. Sutton, Joseph A. Doerr, and Steven P. Cares) and Seikaly & Stewart PC, Southfield (by Jeffrey T. Stewart), for the plaintiff.

Roger E. Craig and Kenneth C. Harrison, Plymouth, for the defendants.



Plaintiff appeals as of right the trial court's order granting summary disposition to defendants in this condemnation case. Plaintiff, which owns and operates the Ambassador Bridge connecting Detroit, Michigan, with Windsor, Ontario, had attempted to condemn defendants' land in order to improve access on the Detroit end of the bridge.1 The trial court concluded that plaintiff did not have the power to condemn. It granted summary disposition to defendants under MCR 2.116(8), but denied defendants' request for attorney fees. In their cross-appeal, defendants argue that the court erred in denying this request. We affirm the grant of summary disposition and reverse the denial of the attorney-fee request. Of particular note is our conclusion that the so-called "absurd-results rule" applies in Michigan.

Detroit Int'l Bridge Co. v. American Seed Co., 249 Mich. 289, 293, 228 N.W. 791 (1930), sets forth background information about plaintiff:

Plaintiff was organized June 20, 1927, under Act No. 84, Pub. Acts 1921 ...., the corporation code, as a corporation for pecuniary profit, but with nominal capital, for the purpose of "constructing, owning and/or operating a highway bridge across the Detroit River from Detroit, Michigan, to Sandwich,[2] Province of Ontario, Canada."

On August 4, 1927, plaintiff amended its articles to increase its capital stock and to change its corporate purposes to read:

"To construct, own and/or operate a highway bridge across the Detroit River from Detroit, Michigan, to Sandwich, Province of Ontario, Canada, and the approaches thereto.

"To maintain and operate such bridge and the approaches thereto for the use of vehicular and pedestrian traffic, and to charge and collect tolls for such use."

Under 1921 PA 84, as amended by 1925 PA 232 and 1927 PA 335, plaintiff had the power to condemn land:

Any corporation organized for the purpose of constructing, owning or operating any highway bridge or tunnel, across or under any river, stream or other waterway forming a part of the boundary between this state and any other state or country, shall, in addition to all other powers by this act conferred, have the power to condemn any and all real estate, or interest therein, or pertaining thereto deemed necessary for the purposes of such corporation, when no mutual agreement can be reached for the purchase thereof, and in which condemnation said corporation shall proceed as in the condemnation of lands or franchises for railroad purposes under chapter one hundred fifty-seven of the compiled laws of nineteen hundred fifteen, as amended. [1927 PA 335, part 2, ch. 1, § 2.]

In 1931, the Legislature enacted a new corporation code—1931 PA 327—that replaced 1921 PA 84. 1931 PA 327 expressly repealed 1921 PA 84, 1925 PA 232, and 1927 PA 335, and the replacement statute did not contain a comparable reference to condemnation. However, § 189 of the 1931 act stated:

Every corporation heretofore organized and incorporated under any law of this state, which if now incorporated would be required to incorporate under and subject to this act, shall hereafter be subject to the provisions of this act.... Nothing in this act shall be construed as attempting to deprive any such corporation of any constitutional power, right, privilege or franchise which any such corporation now enjoys. [Emphasis added.]

Moreover, § 192 of the 1931 act, currently in effect as MCL 450.192, states:

This act shall not impair or affect any act done, offense committed or right accruing, accrued, or acquired, or liability, penalty, forfeiture or punishment incurred prior to the time this act takes effect, but the same may be enjoyed, asserted, enforced, prosecuted or inflicted, as fully and to the same extent as if this act had not been passed.

Plaintiff argued below that §§ 189 and 192 of the 1931 act preserved the condemnation power plaintiff had been granted earlier. Plaintiff raised this argument in a motion for leave to file an amended complaint, after the trial court had already granted defendants' motion for summary disposition. In ruling on plaintiff's motion for leave, the trial court stated:

I guess from a procedural standpoint all of the matters that were before this [c]ourt were decided in the [m]otion for [s]ummary [d]isposition, so insofar as the motion is concerned, really, there's nothing before this [c]ourt to amend based on the ruling in the summary disposition motion, so I will deny the motion.

Plaintiff again argues on appeal that §§ 189 and 192 of the 1931 act preserved the condemnation power set forth earlier and additionally argues that the trial court erred in refusing to allow the amendment of the complaint. We disagree.

We review a denial of leave to amend a complaint for an abuse of discretion. Franchino v. Franchino, 263 Mich. App. 172, 189, 687 N.W.2d 620 (2004). Leave to amend may be denied if the amendment would be futile. Id. at 189-190, 687 N.W.2d 620. In addition, we review issues of statutory construction de novo. Rinke v. Potrzebowski, 254 Mich. App. 411, 414, 657 N.W.2d 169 (2002).

The rules of statutory construction require the courts to give effect to the Legislature's intent. This Court should first look to the specific statutory language to determine the intent of the Legislature. The Legislature, of course, is presumed to intend the meaning that the words of the statute plainly express .... If ... the language is clear and unambiguous, the plain and ordinary meaning of the statute reflects the legislative intent and judicial construction is neither necessary nor permitted. [Id.]

First, and significantly, we note that § 189 of 1931 PA 327 was explicitly repealed by § 1098 of 1982 PA 162. Accordingly, plaintiff's attempt to rely on this provision to invoke the power of condemnation is unavailing. Even if § 189 had not been repealed, however, it would provide no basis for the relief plaintiff seeks. Section 189 stated that "[n]othing in this act shall be construed as attempting to deprive any such corporation of any constitutional power, right, privilege or franchise which any such corporation now enjoys." (emphasis added). This language is clear and unambiguous and must be applied as written. Rinke, supra at 414, 657 N.W.2d 169. The condemnation power granted to plaintiff by way of earlier legislation was merely statutory in nature and was not "constitutional." It was in contrast to certain powers that were in fact granted by the 1908 Michigan Constitution.

Nor does the saving clause cited by plaintiffMCL 450.192—serve to retain plaintiff's historical power to condemn. As noted in Hurt v. Michael's Food Ctr., 249 Mich.App. 687, 691-692, 644 N.W.2d 387 (2002), "[i]n general, when the Legislature repeals a statute, the right to proceed under the repealed statute is terminated for all future cases." "However, the repeal of a statute does not take away a vested right, which remains enforceable despite the repealer." Id. at 692, 644 N.W.2d 387. MCL 450.192 is in accordance with this latter doctrine, stating that the 1931 act "shall not ... affect any ... right ... accrued...."3 We hold that no accrued or vested right is at issue here. As noted in Lahti v. Fosterling, 357 Mich. 578, 589, 99 N.W.2d 490 (1959): "It is the general rule that that which the [L]egislature gives, it may take away. A statutory defense, or a statutory right, though a valuable right, is not a vested right, and the holder thereof may be deprived of it." Plaintiff had no general accrued right to exercise the power of condemnation even after the repeal of the earlier statutes granting it that power. If plaintiff had, at the time of the repeal, already obtained a judgment allowing it to condemn defendants' property, certain rights to that condemnation may have survived the repeal, but that, of course, was not the case here.

Given that plaintiff's arguments regarding §§ 189 and 192 of the 1931 act are unavailing, the amendment of the complaint would have been futile, and thus the trial court did not commit an error requiring reversal by denying the amendment. Franchino, supra at 189-190, 687 N.W.2d 620. Although the trial court gave differing reasoning for denying the amendment, we will not reverse a trial court if it reached the right result for an alternative reason. Netter v. Bowman, 272 Mich.App. 289, 308, 725 N.W.2d 353 (2006).

Plaintiff also argued below that it had the power to condemn by virtue of MCL 462.241, a provision of the Railroad Code, MCL 462.101 et seq. MCL 462.241 states:

If a railroad, bridge, or tunnel company,[4] including a non-Michigan railroad company authorized to own and operate a railroad in this state, is unable to agree for the purchase of any real or personal property or franchises required for the purpose of its incorporation, including, but not limited to, yards, terminals, depots, and freight service facilities, it may acquire title to the property in the manner and by the proceedings prescribed in the uniform condemnation procedures act.... However, a railroad, bridge, or tunnel company shall not, except for crossing, take the track or right-of-way of any other railroad company.

The trial court rejected plaintiff's reliance on this statute in ruling on defendants' motion for summary disposition. The court stated:

The bridge company next contend[s] that they are [sic] authorized to condemn under the Railroad Code of 1993.... The introduction to that statute says...

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