Professional Facilities Corp. v. Marks, 19
| Decision Date | 02 November 1964 |
| Docket Number | No. 19,19 |
| Citation | 373 Mich. 673,131 N.W.2d 60 |
| Parties | PROFESSIONAL FACILITIES CORPORATION, a Michigan corporation, Plaintiff and Appellant, v. John MARKS et al., jointly and jointly and severally, Defendants and Appellees. |
| Court | Michigan Supreme Court |
C. W. Hatfield, Hazel Park, for plaintiff and appellant.
Grossman, Hyman & Grossman, Detroit, for defendants and appellees.
Before the Entire Bench.
Plaintiff sued to recover the amount of a fee alleged to be due it from defendants under a written contract. Plaintiff's declaration alleged that defendants had promised, by the terms of the contract, to pay it a 2% fee on money to be obtained by it, from some investor, for defendants; that it was to be used by them for the purpose of building and financing a nursing home that they promised to do certain things to facilitate and make such transaction possible with the investor whom plaintiff would persuade to furnish such financing; that plaintiff procured an investor ready, willing and able to finance the project, but that defendants failed to perform their obligations under the contract, and informed plaintiff that they refused to proceed further with the deal and had procured financing elsewhere. Accordingly, plaintiff asked judgment for $3,200, being 2% of the sum of $160,000 which plaintiff alleged was the amount agreed upon between them for the project. Attached to plaintiff's declaration, as an exhibit, was a copy of the alleged contract on which suit was based. It read as follows:
'AGREEMENT
'Whereas, John Marks, Fergus B. Hamilton and Williamina, his wife, and Peter Milroy all of the City of Detroit, Michigan hereinafter known as the Lessee desire to own and operate a certain health facility and have requested Sale and Leaseback financing.
'Whereas, Professional Facilities Corporation, a Michigan Corporation with office at 22208 John R. Street in the City of Hazel Park, Michigan hereinafter known as the Company is engaged in the business of providing a package of the various professional services which may be involved in any health facility project. The purpose of this agreement is to broadly set forth the terms of the agreement between these parties.
'Now therefore, it is agreed by and between these parties, their successors and assigns as follows:
'I
'It is understood by the parties hereto that the term Investor as hereinafter used in this agreement shall represent the party or parties as designated by the Company who will provide the necessary funds for this project according to the terms of the Submission and Request for such financing.
'II
'The first step in financing of this project is the preparation of the Submission or Request for said financing. It is agreed by the Lessee that it shall provide and pay for all data, reports, land surveys, financial statements, appraisals and such other materials or information as may be or become necessary or proper to the Submission in accordance with reasonable practices of the Investment Field. Some of the major items are as follows:
'A. Assurance of title to the land and an agreement to convey to the Investor upon Commitment.
'B. Intent to lease for a period of 15 years on a set net lease for monthly rental of 1.182 per cent of the amount requested in the Submission.
'1. Intent to lease to include personal assurance of the individual lessees.
'2. Intent to lease to provide for option to Lessees to purchase at end of lease at 55% of amount invested by the Investor on a 15 year 6% Land Contract or cash.
'3. Intent to Lease to provide for Investor to have control of all insurance on premises or operations provided this does not exceed market cost. Insurance to be paid for by Lessee.
'C. Architects preliminary plans, architectural rendering, and architects cost estimate.
'D. Where possible a bid by a recognized Contractor on a lump sum or up set price contract.
'E. Rental to commence upon issuance of Certificate of Occupancy and to continue for 180 months.
'III
'Upon receipt of the commitment by the Investor conforming to the terms of this agreement or accepted by it, the Lessees agree to do the following:
'A. To pay to the Company a fee of Two (2%) percent of the amount of the funds requested or accepted by it.
'B. To execute the lease in accordance with the provisions of the commitment.
'C. To convey the unencumbered fee of the parcel of land to the Investor in accordance with the commitment.
'In witness whereof, we have hereunto set our hands and seals this 10th day of November, 1961.
Vice President
'11/10/61'
Defendants filed answer, alleging affirmative matters in defense. It included as a special defense the following:
'Special Defenses
'Your defendants will rely upon the following defenses:
'That the alleged exhibit under which plaintiff predicates its claim and seeks to recover is invalid and unenforceable for the reason that same is vague, lacks mutuality, and is totally without consideration, and consequently, for the foregoing reasons is unenforceable.'
Pretrial was had. The court's statement thereof contained the following:
The suit came on for trial and a jury was empanelled. Defendants then moved to dismiss on the pleadings because the alleged contract on which suit was brought, as set forth in the copy attached to plaintiff's declaration, constituted no contract at all, was vague and lacked mutuality, and imposed no obligations on anybody. The court granted defendants' motion. Plaintiff appeals.
We think that defendants' contention and the lower court's holding that the quoted instrument was not a contract and bound no one to anything...
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Certified Question, In re
...be a "meeting of the minds" upon all essential points to constitute a valid contract, citing, among others, Professional Corporation v. Marks, 373 Mich. 673, 131 N.W.2d 60 (1964); Fisk v. Fisk, 328 Mich. 570, 44 N.W.2d 184 (1950); Universal Leaseway System, Inc. v. Herrud & Co., 366 Mich. 4......
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Northern Ins. Co. of New York v. B. Elliott, Ltd.
...but other facts may show that the manifestations are merely preliminary expressions.' " See, also, Professional Facilities Corp. v. Marks, 373 Mich. 673, 679, 131 N.W.2d 60 (1964). Plaintiff contends, however, that Schreiber never intended for the letters of July 25 and August 1, 1978, to e......
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Lafontaine Saline, Inc. v. Chrysler Grp., LLC.
...or resale of new motor vehicles and accessories. Rather, it left these terms—terms essential to a Dealer Agreement—for later determination. 20.Professional Facilities Corp. v. Marks, 373 Mich. 673, 679, 131 N.W.2d 60 (1964), quoting 1 Corbin, Contracts, § 29, p.68. 21. This is so even thoug......
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Durant v. Stahlin
...could be granted, that is to say, that he had failed to state a cause of action. See GCR 1963, 117.2(1) and Professional Facilities Corporation v. Marks (1964), 373 Mich. 673, 679-680, 131 N.W.2d 60. In addition, Rule 117 authorizes the use of summary judgment in favor of a party asserting ......