H.J. Tucker and Associates, Inc. v. Allied Chucker and Engineering Co.

• Citation: 595 N.W.2d 176,234 Mich.App. 550
• Decision Date: 26 March 1999
• Docket Number: Docket No. 195921
• Parties: H.J. TUCKER & ASSOCIATES, INC., a Michigan corporation, Plaintiff-Appellee, v. ALLIED CHUCKER AND ENGINEERING COMPANY, a Michigan corporation, Defendant-Appellant.
• Court: Court of Appeal of Michigan (US)

Page 176

595 N.W.2d 176

235 Mich.App. 550

H.J. TUCKER & ASSOCIATES, INC., a Michigan corporation Plaintiff-Appellee, v. ALLIED CHUCKER AND ENGINEERING COMPANY, a Michigan corporation, Defendant-Appellant.

Docket No. 195921.

Court of Appeals of Michigan.

Submitted Sept. 1, 1998, at Lansing.

Decided March 26, 1999, at 9:00 a.m.

Released for Publication June 22, 1999.

Howard & Howard Attorneys (by James H. Geary, Jeffrey G. Raphelson, Donald F. Tucker, and James C. Wickens), Bloomfield Hills, for the plaintiff.

Marcoux, Allen, Abbott, Schomer & Bower, P.C. (by John H. Schomer and Richard C. Lindsey, Jr.), Jackson, for the defendant.

Before: MacKENZIE, P.J., and BANDSTRA and MARKMAN, JJ.

BANDSTRA, J.

Defendant, Allied Chucker and Engineering Company, appeals as of right the judgment entered against it following a nine-day bench trial for the recovery of unpaid sales commissions owing to plaintiff, H.J. Tucker & Associates, Inc. In this case, we are asked to decide, in addition to other issues, an issue of first impression involving whether M.C.L. § 600.2961; MSA 27A.2961 of the Revised Judicature Act (RJA), which grants treble damages for an intentional failure to pay commissions to a sales representative and authorizes courts to award reasonable attorney fees and court costs to a plaintiff who prevails in an action to recover the commissions due, violates the Title-Object Clause of the Michigan Constitution. Const 1963, art 4, § 24. We conclude that it does not. We affirm the trial court's judgment in favor of plaintiff.

This cases arises from plaintiff's claim that it was entitled to unpaid sales commissions from defendant. In 1957, Harold Joseph Tucker (Joe Tucker ¹) of plaintiff corporation orally contracted with Julien VanMaele of defendant corporation to serve as a manufacturer's representative for defendant to seek tooling work for defendant from other businesses. In return for his services as a manufacturing representative, Joe Tucker was to be paid a commission by defendant for the sales or customers he procured for defendant. Although the exact terms of the oral commission agreement subsequently were disputed, it is generally undisputed that Julien VanMaele, on behalf of defendant, agreed to pay Joe Tucker commissions of five percent of the labor that defendant charged its customers for work that Joe Tucker obtained for defendant.

Over the years, the parties' relationship grew mutually financially beneficial, with plaintiff procuring approximately ninety percent of defendant's sales and defendant providing approximately ninety percent of plaintiff's revenues. There appears to have been no disputes regarding commission payments to plaintiff during Julien VanMaele's tenure with defendant. However, soon after VanMaele died in 1986, defendant, through its then general manager, William Schomer, ² sought to reduce plaintiff's commissions. Between 1986 and 1989, Schomer reduced plaintiff's commissions on various projects, and, on some projects, Schomer completely eliminated the commission. During this time, Joe Tucker verbally objected to the reduction in the commissions. In April 1990, Joe Tucker wrote defendant, objecting to the reduction of plaintiff's commissions and requesting reinstatement of the commissions. However, the commission reductions continued. In February 1993, Joe Tucker again wrote a letter to defendant objecting to the reduction in commissions and requesting reinstatement of the commissions. Defendant denied the request.

In February 1993, plaintiff sued defendant to recover the full amount of the commissions owed plaintiff since 1986. In its complaint, plaintiff alleged breach of contract, fraudulent misrepresentation, innocent misrepresentation, detrimental reliance, quantum meruit, unjust enrichment, and breach of fiduciary duty. Plaintiff later added an additional count for damages under the sales commission act, M.C.L. § 600.2961; MSA 27A.2961, which allows for an additional award of two times the amount of the commissions due, not to exceed $100,000, and for payment of costs and attorney fees. Following a nine-day bench trial, the trial court found in favor of plaintiff. The trial court awarded plaintiff commissions, statutory damages, attorney fees, court costs pursuant to M.C.L. § 600.2961; MSA 27A.2961, expenses, expert witness fees, and statutory interest.

I

Defendant challenges the constitutionality of M.C.L. § 600.2961; MSA 27A.2961, the provision of the RJA under which plaintiff sought attorney fees, court costs, and treble damages for defendant's failure to pay commissions. ³ Defendant claims that the trial court erred in determining that § 2961 does not violate the Title-Object Clause of the Michigan Constitution. Const. 1963, art. 4, § 24. We disagree. In reviewing this issue de novo, we begin with the presumption that the legislation is constitutional. Ray Twp. v. B & BS Gun Club, 226 Mich.App. 724, 728, 575 N.W.2d 63 (1997).

The Title-Object Clause of the Michigan Constitution states that "[n]o law shall embrace more than one object, which shall be expressed in its title." Const. 1963, art. 4, § 24. There are three ways to challenge a statute on the basis of the Title-Object Clause: (1) a multiple-object challenge, (2) a title-body challenge, and (3) a change of purpose challenge. Ray Twp., supra at 728, 575 N.W.2d 63, citing People v. Kevorkian, 447 Mich. 436, 453, 527 N.W.2d 714 (1994) (opinion by Cavanagh, C.J., joined by Brickley and Griffin, JJ.). In the present case, defendant raises a multiple-object challenge and a title-body challenge.

With respect to the multiple-object challenge, we are not persuaded by defendant's argument that the RJA embraces more than one object in that the object of the RJA deals with procedural improvements but § 2961 involves substantive rights. "The 'object' of a law is its general purpose or aim." Ray Twp., supra at 731, 575 N.W.2d 63. The body of the law, and not just its title, must be examined to determine whether the act embraces more than one object. Id. "The purpose of the single-object rule is to avoid bringing into one bill diverse subjects that have no necessary connection." Mooahesh v. Dep't of Treasury, 195 Mich.App. 551, 564, 492 N.W.2d 246 (1992).

The title of the RJA states:

An act to revise and consolidate the statutes relating to the organization and jurisdiction of the courts of this state; the powers and duties of such courts, and of the judges and other officers thereof; the forms and attributes of civil claims and actions; the time within which civil actions and proceedings may be brought in said courts; pleading, evidence, practice and procedure in civil and criminal actions and proceedings in said courts; to provide remedies and penalties for the violation of certain provisions of this act; and to repeal all acts and parts of acts inconsistent with, or contravening any of the provisions of this act.

Although we agree with defendant that § 2961 involves substantive rights, we disagree that the object of the RJA involves procedure only. In reviewing the title of the RJA, we find that the general object or purpose of the RJA is the revision and consolidation of statutes regarding the state's courts. As explained in Kingsley Associates, Inc. v. Moll PlastiCrafters, Inc., 65 F.3d 498, 508 (C.A.6, 1995), the title of the RJA is not limited to procedure, but also encompasses substantive rights because the title refers "to the organization of the courts, the powers and duties of such courts, and the forms and attributes of civil claims and actions, all of which may refer to substantive rights." ⁴ Further, the title specifically refers to the RJA's provision of "remedies and penalties" for and against litigants in the courts. We agree with the conclusion reached in Kingsley that § 2961 does not violate the Title-Object Clause of the Michigan Constitution. ⁵ Although defendant argues to the contrary, we are not convinced that the aims of the RJA and § 2961 are so diverse in their subjects that they "have no necessary connection." Mooahesh, supra at 564, 492 N.W.2d 246. Section 2961 furthers the general purpose of the act without violating the one-object limitation. Id.

With regard to defendant's title-body challenge, defendant argues that § 2961 exceeds the scope of the title because the RJA's object deals only with procedure and § 2961 creates substantive rights. Because this argument is based on a premise we rejected in considering defendant's multiple-object challenge, we reject defendant's title-body challenge for similar reasons.

"The title of an act must express the general purpose or object of the act." Ray Twp., supra at 728, 575 N.W.2d 63. However, the title of an act need not be an index to all the provisions of the act. Id. The test is whether the title gives fair notice to the legislators and the public of the challenged provision. Id. at 728-729, 575 N.W.2d 63. "The notice aspect is violated where the subjects are so diverse in nature that they have no necessary connection." Mooahesh, supra at 569, 492 N.W.2d 246.

As previously stated, the title of the RJA is not merely limited to procedure, but also refers to substantive rights. The RJA's title encompasses the general organization and powers of the courts within the state. Only this general object of the RJA, and not all the details and incidents of a particular statute, need be indicated in the title. Id. at 566, 492 N.W.2d 246. After reviewing the scope of the title and the rights created by the provisions of § 2961, we conclude that the title of the RJA gives fair notice of the provisions of § 2961. As stated in Kingsley, supra at 508, "[t]he RJA is a multivolume compilation of statutes enacted at various times on a number of subjects." The title of the RJA specifically refers to "the powers and duties of [the] courts" and "the forms and attributes of civil claims and actions." "Section 600.2961 merely authorizes the courts to...