FOX MFG CO V FOX MANUFACTURING INC
Annotate this Case
Download PDF
STATE OF MICHIGAN
COURT OF APPEALS
FOX MFG. CO.,
UNPUBLISHED
July 20, 2001
Plaintiff-Appellant,
v
No. 218391
Macomb Circuit Court
LC No. 98-004374-CZ
FOX MANUFACTURING, INC.,
Defendant-Appellee.
Before: Markey, P.J., and Jansen and Zahra, JJ.
PER CURIAM.
Plaintiff appeals as of right from the trial court’s order granting summary disposition of
plaintiff’s claim under the Business Corporation Act, MCL 450.1101 et seq. We affirm.
Plaintiff was incorporated in Michigan in 1964 under the name “Fox Mfg. Co.” for the
purposes of buying, selling, manufacturing, producing, and synthesizing iron, steel, aluminum,
plastic, wood, fiberglass, and metal products, as well as buying, selling, brokering, factoring,
leasing, and mortgaging real and personal property in conjunction with the aforementioned
purposes. Defendant was incorporated in Michigan in 1991 under the name “Fox Manufacturing,
Inc.” Defendant is engaged in the manufacture of commercial dishwasher soap and the rental of
dish-washing equipment to restaurants.
Plaintiff filed the present action for injunctive relief, alleging that defendant’s use of the
name “Fox Manufacturing, Inc.” violated MCL 450.1212. The trial court denied plaintiff’s
request to enjoin defendant from the use of that name and granted defendant’s motion for
summary disposition under MCR 2.116(C)(8).
I
On appeal, plaintiff argues that the trial court erred in dismissing this action because it
properly pleaded a claim under the Business Corporation Act. Statutory interpretation is an issue
of law that we review de novo. Oakland Co Bd of Co Rd Comm’rs v Michigan Property &
Casualty Guaranty Ass’n, 456 Mich 590, 610; 575 NW2d 751 (1998). Likewise, we review a
trial court’s decision on a motion for summary disposition de novo. Beaty v Hertzberg &
Golden, PC, 456 Mich 247, 253; 571 NW2d 716 (1997). A motion under MCR 2.116(C)(8)
tests the legal sufficiency of a claim by the pleadings alone. Simko v Blake, 448 Mich 648, 654;
-1-
532 NW2d 842 (1995). All factual allegations in support of the claim are accepted as true and
construed in the light most favorable to the nonmoving party. Maiden v Rozwood, 461 Mich
109, 119; 597 NW2d 817 (1999). A motion under (C)(8) should be granted only when the claim
is so clearly unenforceable as a matter of law that no factual development could justify a right of
recovery. Id.
In determining whether plaintiff properly pleaded a claim under the Business Corporation
Act, we look to the plain language of the statute. If the plain and ordinary meaning of a statute is
clear, judicial construction is neither necessary nor permitted. Elia v Hazen, 242 Mich App 374,
381; 619 NW2d 1 (2000). We may not speculate as to the probable intent of the Legislature
beyond the words expressed in the statute. In re Schnell, 214 Mich App 304, 310; 543 NW2d 11
(1995). When reasonable minds may differ as to the meaning of a statute, the courts must look to
the object of the statute, the harm it is designed to remedy, and apply a reasonable construction
which best accomplishes the statute’s purpose. Marquis v Hartford Accident & Indemnity, 444
Mich 638, 644; 513 NW2d 799 (1994).
Plaintiff claims that defendant violated MCL 450.1212(1)(b)(i).
provides:
That subsection
(1) The corporate name of a domestic or foreign corporation formed or existing
under or subject to this act shall conform to all of the following:
* * *
(b) Shall distinguish the corporate name upon the records in the office of
the administrator from all of the following:
(i) The corporate name of any other domestic corporation or foreign
corporation authorized to transact business in this state. [MCL 450.1212(1)(b)(i).]
The plain language of that statute requires a new corporation to incorporate under a name
that is distinguishable from the name of any other corporation authorized to transact business in
Michigan. However, that language does not provide a valid basis for the present cause of action.
Subsection (3) provides: “The fact that a corporate name complies with this section does not
create substantive rights to the use of that corporate name.” MCL 450.1212(3). Thus, we
conclude that the plain language of the act precludes the present suit. Plaintiff’s claim is based
on its alleged right as the corporation bearing the name “Fox, MFG. Co.” to preclude a
corporation allegedly violating the requirements of MCL 450.1212 from continuing to utilize its
name. Subsection (3) plainly provides that plaintiff’s own compliance with corporate name
requirements did not give plaintiff’s substantive rights in its name. Therefore, plaintiff’s claim
that defendant violated MCL 450.1212 fails as a matter of law. Maiden, supra.1
1
Furthermore, plaintiff has failed to plead how defendant’s name is not distinguishable from
plaintiff’s name. MCL 450.1212(1)(b). Plaintiff’s pleadings focus on the standard employed
prior to amendment of § 1212(1)(b); whether a corporation’s name is “confusingly similar to”
(continued…)
-2-
II
Plaintiff next argues that the trial court erred in granting summary disposition in regard to
its unfair trade practice theory. Importantly, plaintiff never pleaded such a theory independent of
its Business Corporation Act claim. Plaintiff’s one-count complaint specifies: “[T]his is a
Complaint for equitable relief pursuant to MCL[] 450.1212.” Plaintiff alleged that defendant’s
conduct of filing articles of incorporation using the name “Fox Manufacturing, Inc.” violated
MCL 450.1212(1)(b)(i), and led to confusion or deception. While plaintiff further alleged that
defendant knowingly used its similar name to unfairly compete with plaintiff, that allegation like
all the others contained in the complaint, was brought in connection to plaintiff’s violation of the
Business Corporation Act count.2 MCR 2.113(E)(3) requires each statement of a claim for relief
to be stated in a separately numbered count. Plaintiff’s entire complaint was premised on an
alleged violation of MCL 450.1212(1)(b)(i), and for the reasons stated prior, plaintiff failed to
state a claim on which relief can be granted. Accordingly, the trial court properly granted
summary disposition of plaintiff’s claim under MCR 2.116(C)(8). Maiden, supra.
Affirmed.
/s/ Jane E. Markey
/s/ Kathleen Jansen
/s/ Brian K. Zahra
(…continued)
another corporate name. See MCL 450.1212, as amended by 1982 PA 407. Defendant’s name
“Fox Manufacturing, Inc.” is different from “Fox MFG. Co.” and, therefore, is distinguishable
under the plain language of MCL 450.1212.
2
Defendant’s assumption within its brief on appeal that plaintiff pleaded a separate theory of
recovery based on unfair trade practices is inapposite of this issue. A review of plaintiff’s
complaint establishes that each of plaintiff’s allegations were connected with defendant’s alleged
violation of the Business Corporation Act. Plaintiff did not plead an independent count based on
any unfair trade practice.
-3-
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.
