SHARON Y FRENCH V RAINBOW LAKES MAINTENANCE CORP BD OF DIRECTORS

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STATE OF MICHIGAN COURT OF APPEALS SHARON Y. FRENCH, UNPUBLISHED August 11, 2009 Plaintiff-Appellant, v No. 285505 Gratiot Circuit Court LC No. 08-010836-CZ RAINBOW LAKES MAINTENANCE CORPORATION BOARD OF DIRECTORS, Defendant-Appellee. Before: Owens, P.J., and Servitto, and Gleicher, JJ. PER CURIAM. In this action challenging defendant’s decision to raise the annual dues for members of Rainbow Lakes Maintenance Corporation (RLMC), plaintiff appeals as of right the trial court’s order granting summary disposition in favor of defendant pursuant to MCR 2.116(C)(8) and (10). We affirm. In this action, plaintiff initially filed a motion for preliminary injunction seeking to enjoin defendant from proceeding on any projects. The trial court denied the motion. Defendant, thereafter, sent a notice to all RLMC members of a special meeting to ratify and to confirm all actions taken by defendant from its inception on October 4, 1985 to the date of the meeting. Included with the meeting notice was a copy of the defendant’s first amended by-laws. The bylaws were also proposed for approval at this special meeting. A quorum of the members was present and a resolution was passed ratifying, confirming, and approving all prior actions of defendant, including the first amended by-laws. The amended by-laws contained a special assessment that increased the annual membership dues. Plaintiff filed a second amended complaint and requested the trial court to order reimbursement of the full amount of the special assessment, plus interest and punitive damages. In addition, plaintiff asked the trial court to exercise control over defendant’s “unlawful” and “unethical” actions and decision-making, and to hold that the results of the special meeting were inconsistent with the original by-laws. In response to the second amended complaint, defendant filed a motion for summary disposition. The trial court granted defendant’s motion for summary disposition pursuant to -1- MCR 2.116(C)(8) and (10), and determined that all prior acts of defendant had been ratified by a quorum of members present at the special meeting. This appeal followed. Plaintiff first argues on appeal that the trial court erred by granting summary disposition in favor of defendant. We disagree. This Court reviews a trial court’s decision on a motion for summary disposition de novo. Associated Builders & Contractors v Wilbur, 472 Mich 117, 123; 693 NW2d 374 (2005); Kreiner v Fischer, 471 Mich 109, 129; 683 NW2d 611 (2004). Viewing the documentary evidence submitted by the parties in a light most favorable to the non-moving party, summary disposition is appropriate under MCR 2.116(C)(10) if there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Veenstra v Washtenaw Country Club, 466 Mich 155, 164; 645 NW2d 643 (2002). There is a question of material fact if the record leaves open an issue upon which reasonable minds could differ. West v General Motors Corp, 469 Mich 177, 183; 665 NW2d 468 (2003). Motions pursuant to MCR 2.116(C)(8) are proper if the nonmoving party “has failed to state a claim on which relief can be granted.” Such claims must be “so clearly unenforceable as a matter of law that no factual development could possibly justify recovery.” Maiden v Rozwood, 461 Mich 109, 119; 597 NW2d 817 (1999). In reviewing a (C)(8) motion, all wellpleaded factual allegations are taken as true and construed in a light most favorable to the nonmovant. Id. Plaintiff has failed to set forth a cognizable claim or any legal authority in support of her request for relief. A party may not merely announce its position on appeal and leave it to the Court to discover and rationalize the claims. Peterson Novelties, Inc v City of Berkley, 259 Mich App 1, 14; 672 NW2d 351 (2003). Nor is this Court required to search for authority to sustain or reject a position raised by a party without citation to authority. In re Reisman Estate, 266 Mich App 522, 533; 702 NW2d 658 (2005). Defendant attached an affidavit of its president averring that a majority of the quorum present at the special meeting voted to ratify, confirm, and approve all prior actions of defendant. The members also adopted the amended by-laws. By voting to approve all prior actions by defendant, the members of the association ratified the $40 dues increase (previously instituted by defendant. Plaintiff does not refute this evidence with either documentary evidence or a sworn affidavit). Accordingly, plaintiff has no basis for her challenge to the increase. In addition, plaintiff requested that the trial court dissolve defendant corporation and wind-up its affairs, again without any argument or legal authority. Plaintiff next argues the trial court erred when it failed to consider the Michigan Limited Liability Company Act, MCL 450.4102 et seq., and the Nonprofit Corporation Act, MCL 450.2101 et seq., when deciding defendant’s motion for summary disposition. The applicability of a statute is a question of law that this Court reviews de novo. City of Riverview v Sibley Limestone, 270 Mich App 627, 630; 716 NW2d 615 (2006). We find this argument to be without merit. The statutory sections quoted by plaintiff have no application to the facts of this case. Thus, the trial court was correct when it did not consider them in arriving at its decision. Moreover, plaintiff fails to articulate an argument why these statutes may be relevant or how they support her position. Once again, a party may not merely announce its position on appeal and leave it to the Court to discover and rationalize its -2- claims. Peterson Novelties, Inc, supra at 14. The trial court properly granted defendant’s motion for summary disposition pursuant to MCR 2.116(C)(8) and (10). Affirmed. /s/ Donald S. Owens /s/ Deborah A. Servitto /s/ Elizabeth L. Gleicher -3-

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