Jamil v. TBI Props.
| Docket Number | 361563 |
| Decision Date | 29 June 2023 |
| Parties | SAMIR K. JAMIL, MD and SANA JAMIL, Plaintiffs/Counterdefendants-Appellants, v. TBI PROPERTIES, LLC, NIBRAS JAMIL, and JOANNA THOMAS, Defendants/Counterplaintiffs-Appellees, and WLI PROPERTIES, LLC, CUMMINGS, MCCLOREY, DAVIS & ACHO, PLC, BFS RETAIL & COMMERCIAL OPERATIONS, LLC, and OAKLAND COUNTY TREASURER, Defendants. |
| Court | Court of Appeal of Michigan — District of US |
UNPUBLISHED
Oakland Circuit Court LC No. 2017-157646-CH
Before: Hood, P.J., and Shapiro and Yates, JJ.
This dispute over a family business has been here before. In 2020 we vacated a verdict of no cause of action rendered at a bench trial and remanded the case "for additional findings of fact explaining the purpose of [three contractual] [a]greements and whether additional consideration was present." On remand, the trial court denied plaintiffs' request to reopen the proofs, gave more attention to the three contractual agreements, and again concluded that defendants were entitled to a verdict of no cause of action. On appeal, we affirm that verdict.
Plaintiffs Samir K. Jamil, M.D., (Dr. Jamil) and Sana Jamil (Sana), a married couple, filed this case in 2017 requesting judicial foreclosure and other relief arising from a purported $510,000 loan. That loan was reflected in a December 19, 2014, promissory note identifying the borrowers as defendants TBI Properties, LLC (TBI Properties), Nibras Jamil (Nibras), and Joanna Thomas (Joanna)-both sisters-in-law of Sana. The promissory note was accompanied by an "Assignment of Membership Interest and Security Agreement" executed by the three obligors on December 23, 2014, and a "Letter Agreement" dated December 19, 2014. Those two additional documents made reference to "the sale of a building at 32600 John R., Madison Heights, Michigan . . . in the event Borrower defaults on the Note or the Security Agreement." That building owned by TBI Properties had housed a computer business called Computer Builders Warehouse (CBW) that was owned and run by the husbands of Nibras and Joanna.
The three contractual agreements were the byproduct of a convoluted business relationship that began several years earlier. Specifically, Dr. Jamil formed a company called SNJ Enterprises, Inc. (SNJ), for the purpose of operating a computer business.[1] Dr. Jamil funded SNJ using checks from his personal account, and he hired the husbands of Nibras and Joanna to work for SNJ. The husbands were embroiled in litigation arising from their prior business venture, CBW, which led to a financial obligation of nearly $3 million to a creditor, Parviz Deneshgari. Plaintiffs contended that they loaned the husbands money to get the business of SNJ called Computer Direct running, but the husbands could not repay those loans after they lost the CBW litigation to Deneshgari. The resolution of that dilemma purportedly involved the contemplated sale of SNJ to the husbands for $510,000, accomplished with three contractual agreements at the heart of this case. The building owned by TBI Properties that had housed CBW and subsequently became the home of Computer Direct was to serve as the collateral for the $510,000 loan to cover the purchase price for SNJ.
The competing parties all seem to concede that they signed the three agreements, but they disagree about the underlying facts and the meaning of the three agreements. Predictably, disputes among the parties arose that ultimately prompted plaintiffs to shut down SNJ's business, Computer Direct, in March 2015. Because Computer Direct was closed and its inventory liquidated before the due date for the $510,000 obligation on May 1, 2015, defendants claimed that they had nothing to buy by then, so they renounced their obligation to pay plaintiffs $510,000. In response, plaintiffs filed this action on March 3, 2017. In an amended complaint filed on April 25, 2017, plaintiffs set forth six claims against defendants, but the dispute eventually boiled down to plaintiffs' claims for breach of the promissory note and the security agreement.
The trial court conducted a bench trial in November of 2018. Dr. Jamil, Sana, Joanna, and Nibras testified that, in 2014, they agreed that defendants would buy SNJ Enterprises for $510,000, so plaintiffs' counsel drafted legal documents to effectuate the transaction, but the three documents did not refer to the sale of SNJ to defendants because of concerns about creditors. Following the bench trial, the trial court entered a judgment of no cause of action. Plaintiffs appealed of right in Jamil v TBI Props, LLC, unpublished per curiam opinion of the Court of Appeals, issued December 17, 2020 (Docket No. 351024). We vacated the judgment of no cause of action because "the trial court failed to address whether the contractual agreements were of any import and supported by consideration independent of an ultimate sale of the business[.]" Id. at 1. We remanded the matter "for additional findings of fact explaining the purpose of the Agreements and whether additional consideration was present." Id. at 5.
The trial court observed that the three agreements to be considered on remand were (1) the promissory note in the amount of $510,000, (2) the security agreement that granted plaintiffs an interest in TBI Properties, and (3) the letter agreement stipulating "that neither the promissory note nor the security agreement would be recorded absent a default by [d]efendants." The trial court reaffirmed its credibility findings as part of its original opinion after the bench trial that plaintiffs "were simply not credible." The trial court further reiterated that the entire transaction, including the three agreements, involved the sale of SNJ, which was rendered impossible because plaintiffs closed the business before the contemplated transfer of ownership on May 1, 2015. The trial court explained that "[t]he business was closed months prior to the date upon which [d]efendants were to make payment for the business." Because this Court had faulted the trial court for neglecting to address the three agreements and for failing to give effect to every word in the agreements, the trial court rendered a finding that "there was not consideration for the promissory note despite the language to the contrary." The trial court also concluded that the record did not support a finding that the purported loan proceeds were provided to defendants at any time. Plaintiffs now appeal of right.
Plaintiffs have advanced procedural and substantive challenges to the trial court's decisions on remand. First, plaintiffs contend that the trial court did not follow the directive of this Court in its opinion remanding the case for further proceedings. Second, the trial court found "there was no consideration for the promissory note despite the language to the contrary" since "the record is devoid of any credible evidence to suggest the alleged loan proceeds were provided to Defendants at any time." Third, the trial court stated that "the entire transaction was one in which Plaintiffs agreed to start a business which was owned by Plaintiff Samir Jamil[,]" but Dr. Jamil "closed the business prior [to] the closing date" for the sale of the business. Fourth, the trial court concluded that the security "agreement was nothing more than window dressing to make the [$510,000] loan appear legitimate." We shall address each of these four issues in turn.
Plaintiffs claim that the trial court did not comply with the remand order in our unpublished opinion in this case issued on December 17, 2020. If "a higher court has remanded a case, it is the duty of the lower court to comply with the remand order." AFT v Michigan, 334 Mich.App. 215, 226; 964 N.W.2d 113 (2020). The "lower court must strictly comply with, and may not exceed the scope of, a remand order." Int'l Business Machines Corp v Dep't of Treasury, 316 Mich.App. 346, 352; 891 N.W.2d 880 (2016). Whether the trial court properly followed an appellate court's ruling on remand is a question of law that this Court reviews de novo. Pioneer State Mut Ins Co v Wright, 331 Mich.App. 396, 406; 952 N.W.2d 586 (2020).
Our opinion remanded the case "to the trial court for additional findings of fact explaining the purpose of the [three] [a]greements and whether additional consideration was present." Jamil, unpub op at 5. Plaintiffs insist that our remand order obligated the trial court to reopen the proofs in order to make the additional findings of fact that we envisioned. We disagree. When a remand order contemplates reopening proofs, the order typically says so in clear terms. See, e.g., People v Hobson, 509 Mich. 883, 884; 971 N.W.2d 210 (2022). Our remand order in this case said nothing of the sort. Moreover, the trial court had already conducted a comprehensive three-day bench trial in November 2018 where every important witness testified at length. In an order that was issued on December 3, 2021, the trial court offered a cogent explanation for its decision not to reopen the proofs on remand. Thereafter, the trial court issued a three-page order on May 9, 2022, that fully complied with our remand order. Specifically, the trial court made findings regarding the meaning of the three agreements and stated that "there was no consideration for the promissory note despite the language to the contrary" because "[t]he record is devoid of any credible evidence to suggest the alleged loan proceeds were provided to Defendants at any time." By rendering these findings, the trial court fully complied with our remand order.
Plaintiffs next contend that the trial court erred in finding that "there was no consideration for the promissory note despite the language to the...
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