Miller v. Allstate Ins. Co.

• Decision Date: 31 May 2007
• Docket Number: Docket No. 259992.
• Parties: William MILLER, Plaintiff-Appellee v. ALLSTATE INSURANCE COMPANY, Defendant-Cross-Defendant-Appellant, and PT Works, Inc., Cross-Plaintiff-Appellee.
• Court: Court of Appeal of Michigan — District of US

739 N.W.2d 675

275 Mich. App. 649

William MILLER, Plaintiff-Appellee v. ALLSTATE INSURANCE COMPANY, Defendant-Cross-Defendant-Appellant, and PT Works, Inc., Cross-Plaintiff-Appellee.

Docket No. 259992.

Court of Appeals of Michigan.

Submitted April 24, 2007, at Lansing.

Decided May 31, 2007, at 9:00 a.m.

Released for Publication September 28, 2007.

Nemier, Tolari, Landry, Mazzeo & Johnson, P.C. (by David B. Landry), Farmington Hills, for Allstate Insurance Company.

Thav, Gross, Steinway & Bennett, P.C. (by Barry A. Steinway and Adam J. Gantz), Bingham Farms, for PT Works, Inc.

Before: JANSEN, P.J., and MURPHY and FORT HOOD, JJ.

MURPHY, J.

This appeal is before us on remand from the Michigan Supreme Court. Defendant Allstate Insurance Company had appealed as of right the trial court's order denying its motion for summary disposition and granting summary disposition in favor of cross-plaintiff PT Works, Inc. As reflected in our prior opinion, "the sole issue on appeal is whether the trial court erred in finding that PT Works was entitled to receive insurance benefits from Allstate under the no-fault act, MCL 500.3101 et seq., for physical therapy services provided by PT Works to plaintiff William Miller, who was insured by Allstate and injured in a motor vehicle accident." Miller v. Allstate Ins. Co., 272 Mich.App. 284, 726 N.W.2d 54 (2006), vacated 477 Mich. 1062, 728 N.W.2d 458 (2007). We previously held that it was unnecessary for us to determine whether PT Works was properly incorporated under the Business Corporation Act (BCA), MCL 450.1101 et seq. Miller, supra at 286, 726 N.W.2d 54. Our rationale was that, even if PT Works was improperly incorporated, MCL 500.3157, which allows recovery of insurance benefits for lawfully rendered treatment, did not bar recovery when the treatment itself was lawfully rendered by licensed personnel regardless of underlying corporate formation issues relative to the care-giving clinic or institution. Id. at 286-287, 726 N.W.2d 54. Our Supreme Court vacated our opinion and remanded for us "to determine whether PT Works may properly be incorporated solely under the [BCA] and not the Professional Service Corporation Act [(PSCA), MCL 450.221 et seq.,], and, once that determination is made, to reconsider (if necessary) whether physical therapy provided by PT Works was `lawfully rendered' under MCL 500.3157." 477 Mich. 1062, 728 N.W.2d 458. On remand, we hold that PT Works was improperly incorporated under the BCA and that, nevertheless, physical therapy treatment provided by PT Works was lawfully rendered for purposes of recovering motor vehicle insurance benefits under MCL 500.3157. Accordingly, we once again affirm the trial court's ruling.

This Court reviews de novo a trial court's decision on a motion for summary disposition. Kreiner v. Fischer, 471 Mich. 109, 129, 683 N.W.2d 611 (2004). Issues of statutory construction are likewise reviewed de novo on appeal. Feyz v. Mercy Mem. Hosp., 475 Mich. 663, 672, 719 N.W.2d 1 (2006). Our primary task in construing a statute is to discern and give effect to the intent of the Legislature. Shinholster v. Annapolis Hosp., 471 Mich. 540, 548-549, 685 N.W.2d 275 (2004). The words contained in a statute provide us with the most reliable evidence of the Legislature's intent. Id. at 549, 685 N.W.2d 275. In ascertaining legislative intent, this Court gives effect to every word, phrase, and clause in the statute. Id. We must consider both the plain meaning of the critical words or phrases and their placement and purpose in the statutory scheme. Id.

PT Works was incorporated under the BCA, and not under the PSCA. The incorporators and shareholders of PT Works are three individuals who are not licensed physical therapists. There is no dispute, however, that the physical therapy treatment received by Miller through PT Works was performed by licensed physical therapists.

Section 251(1) of the BCA provides:

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. [MCL 450.1251(1).]

In light of this language, our question is whether PT Works was formed to engage in a business for which a corporation may be formed under the PSCA, and, if so, whether the PSCA nonetheless permitted formation under the BCA. We conclude that PT Works was improperly incorporated under the BCA.

Pursuant to the PSCA, "[o]ne or more licensed persons may organize under this act to become a shareholder or shareholders of a professional corporation for pecuniary profit." MCL 450.224(1). The PSCA defines "professional corporation" as "a corporation that is organized under this act for the sole and specific purpose of rendering 1 or more professional services and has as its shareholders only licensed persons, the personal representatives or estates of individuals, or other persons as provided in section 10." MCL 450.222(b). MCL 450.222(c) provides:

"Professional service" means a type of personal service to the public that requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization. Professional service includes, but is not limited to, services rendered by certified or other public accountants, chiropractors, dentists, optometrists, veterinarians, osteopaths, physicians and surgeons, doctors of medicine, doctors of dentistry, podiatrists, chiropodists, architects, professional engineers, land surveyors, and attorneys at law.

The plain language of the statute indicates that the list of professional services identified is not exclusive. And there can be no dispute that physical therapy services for injured or sick individuals is a type of personal service offered to the public. Moreover, engaging in the practice of physical therapy requires a license under Michigan law. MCL 333.17820. Accordingly, physical therapy constitutes a professional service for purposes of the PSCA, and thus the business of providing physical therapy services also constitutes "a business for which a corporation may be formed under any other statute of this state." MCL 450.1251(1). Additionally, the PSCA does not expressly permit formation under the BCA. MCL 450.1251(1).¹ Moreover, the BCA provides that professional service corporations formed under the PSCA "shall not be incorporated under this act." MCL 450.1123(1). Therefore, PT Works was improperly incorporated under the BCA. We also note that, given that PT Works' incorporators and shareholders are not licensed physical therapists, those particular individuals could not incorporate PT Works nor could they be shareholders under the PSCA. MCL 450.222(b); MCL 450.224(1) and (2).²

Having determined that PT Works was improperly incorporated, we nonetheless find that the physical therapy treatment provided to Miller by licensed physical therapists employed by PT Works was lawfully rendered for purposes of MCL 500.3157. MCL 500.3157 provides:

A physician, hospital, clinic or other person or institution lawfully rendering treatment to an injured person for an accidental bodily injury covered by personal protection 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. The charge shall not exceed the amount the person or institution customarily charges for like products, services and accommodations in cases not involving insurance. [Emphasis added.]

We adopt our prior analysis in this case, which we find to be sound on the basis of a clear, textual reading of MCL 500.3157. In Miller, supra at 286-288, 726 N.W.2d 54, we stated:

Under [MCL 500.3157], "only treatment lawfully rendered, including being in compliance with licensing requirements, is subject to payment as a no-fault benefit." Hofmann v. Auto Club Ins. Ass'n, 211 Mich.App. 55, 64, 535 N.W.2d 529 (1995); see also Cherry v. State Farm Mut. Automobile Ins. Co., 195 Mich.App. 316, 320, 489 N.W.2d 788 (1992). "If the treatment was not lawfully rendered, it is not a no-fault benefit and payment for it is not reimbursable." Id.

* * *

MCL 500.3157, by its plain and unambiguous language, requires that the treatment itself be lawfully rendered. Reference to the terms "rendering" and "treatment" clearly places the focus on the act of actually engaging in the performance of services, here conducting physical therapy sessions, rather than on some underlying corporate formation issues that have nothing to do with the rendering of treatment. A clinic or institution is lawfully rendering treatment when licensed employees are caring for and providing services and treatment to patients despite the possible existence of corporate defects irrelevant to treatment.

Cherry is easily distinguishable from the case at bar because, in that case, acupuncture services were directly provided to the injured party by a nurse who was not licensed to perform acupuncture. This Court found that only a licensed physician could administer acupuncture under the law. Cherry, supra at 320, 489 N.W.2d 788. Therefore, acupuncture treatment was not lawfully rendered, in that a licensed physician did not perform the services. The licensing of an individual, such as a...