BOTSFORD GENERAL HOSP V OMNICARE HEALTH PLAN
Annotate this Case
Download PDF
STATE OF MICHIGAN
COURT OF APPEALS
BOTSFORD GENERAL HOSPITAL and
COMMUNITY EMERGENCY MEDICAL
SERVICES,
UNPUBLISHED
December 2, 2003
Plaintiffs-Appellants,
v
UNITED AMERICAN HEALTHCARE
CORPORATION, GREGORY H. MOSES, JR.,
WILLIAM E. JACKSON, II, JULIUS V. COMBS,
GLORIA LARKINS, WILLIAM B.
FITZGERALD, ANITA C. R. GORHAM, and
HARCOURT G. HARRIS,
No. 241108
Oakland Circuit Court
LC No. 01-033644-CK
Defendants-Appellees.
Before: Owens, P.J., and Fitzgerald and Saad, JJ.
PER CURIAM.
Plaintiffs appeal as of right the order granting summary disposition in favor of defendant,
United American Healthcare Corporation (UAH), with regard to various contract and tort claims
alleged in plaintiffs’ first amended complaint. We affirm.
I. Facts and Proceedings
In May 1998, pursuant to MCL 500.8110, the state insurance commissioner
(commissioner) obtained a seizure order in the Ingham Circuit Court against OmniCare Health
Plan (OmniCare), a nonprofit health maintenance organization that is subject to state regulation
under the Insurance Code of 1956, MCL 500.100 et seq.1 On July 31, 2001, the commissioner
1
Pursuant to MCL 500.8110, the insurance commissioner may file in the circuit court for
Ingham county a petition alleging, with respect to a domestic insurer:
(a) That there exists grounds for justifying a court order for a formal
delinquency proceeding against an insurer under this chapter.
(continued…)
-1-
obtained a preliminary order of rehabilitation and injunctive relief against OmniCare in order to
prepare for formal delinquency proceedings pursuant to MCL 500.8112 and MCL 500.8113.2
That same day, plaintiff Botsford General Hospital (Botsford Hospital) filed the present action
against OmniCare in the Oakland Circuit Court, seeking collection of outstanding amounts owed
for medical services provided to OmniCare’s enrollees. The complaint included claims for
breach of contract, failure to satisfy a settlement agreement, unfair trade practice, and quantum
merit or unjust enrichment.
A first amended complaint was subsequently filed adding as a plaintiff Community
Emergency Medical Services, a nonprofit corporation associated with Botsford Hospital. ,
Plaintiffs jointly alleged various contract and tort claims against UAH, the alleged management
company for OmniCare, and seven individual defendants, each of whom was alleged to have
dual roles as an officer, director, or trustee for OmniCare and UAH. On March 27, 2002,
plaintiffs’ claims against OmniCare and the individual defendants were dismissed, without
prejudice, pursuant to a stipulated order. The trial court thereafter granted UAH’s motion for
summary disposition as to all eight counts alleged in plaintiffs’ first amended complaint.
Plaintiffs’ motion for reconsideration was also denied.
II. Standard of Review
Plaintiffs argue that the trial court erred by granting summary disposition in favor of
UAH with regard to all eight counts in the complaint.3 We review the trial court’s grant of
summary disposition de novo to determine if UAH was entitled to judgment as a matter of law.
Maiden v Rozwood, 461 Mich 109, 119; 597 NW2d 817 (1999). Because the trial court’s
decision reflects that it relied on the pleadings alone in granting UAH’s motion for summary
disposition, we review the court’s decision under MCR 2.116(C)(8). Spiek v Dep’t of
Transportation, 456 Mich 331, 338; 572 NW2d 201 (1998). A motion under MCR 2.116(C)(8)
tests the legal sufficiency of the complaint based solely on the pleadings. Maiden, supra at 119
120; MCR 2.116(G)(5). “A court must accept all factual allegations in the pleadings in support
of the claim as true, as well as any reasonable inferences or conclusions that can be drawn from
the facts, and construe those facts in the light most favorable to the nonmoving party.” Alan
Custom Homes, Inc v Krol, 256 Mich App 505, 508; 667 NW2d 379 (2003). “The motion
should be granted if no factual development could possibly justify recovery.” Beaudrie v
(…continued)
(b) That the interests of policyholders, creditors, or the public will be
endangered by the delay.
(c) The contents of an order considered necessary by the commissioner.
2
MCL 500.8112 provides that the insurance commissioner may apply by petition . . . for an
order authorizing the commissioner to rehabilitate a domestic insurer or an alien insurer
domiciled in this state.
3
Plaintiffs do not address the trial court’s denial of their motion for reconsideration under MCR
2.119(F), or present any argument that they should have been afforded an opportunity to amend
the first amended complaint under MCR 2.116(I)(5). Accordingly, we do not consider these
matters. People v Kent, 194 Mich App 206, 210; 486 NW2d 110 (1992).
-2-
Henderson, 465 Mich 124, 130; 631 NW2d 308 (2001). Given this standard, we need not
consider the affidavit and other documentary evidence relied on by plaintiffs on appeal.
Additionally, we find no merit to plaintiffs’ argument that summary disposition was premature
due to a lack of discovery. Whether summary disposition is premature because of a lack of
discovery is relevant only when summary disposition is granted for failure to factually support a
claim under MCR 2.116(C)(10). See Village of Dimondale v Grable, 240 Mich App 553, 566;
618 NW2d 23 (2000); Mackey v Dep’t of Corrections, 205 Mich App 330, 333-334; 517 NW2d
303 (1994).
III. Piercing the Corporate Veil
Plaintiffs first argue that the trial court erred in granting summary disposition of their
claim to pierce the corporate veil and hold UAH liable for OmniCare’s outstanding debts. We
disagree. It is well established in Michigan that separate corporate entities will be respected,
absent a substantial abuse of the corporate form. Vanstelle v Macaskill, 255 Mich App 1, 12;
662 NW2d 41 (2003). Whether a court of equity may pierce the corporate veil depends on the
specific facts of each case. Dep’t of Consumer & Industry Services v Shah, 236 Mich App 381,
393; 600 NW2d 406 (1999).
Accepting as true plaintiffs’ allegation that UAH and OmniCare had a contractual
relationship, we nonetheless conclude that plaintiffs failed to plead a basis in equity for piercing
the corporate veil under a “de facto” parent/subsidiary theory. The law is clear that in order to
state a claim for tort liability based on an alleged parent-subsidiary relationship, a plaintiff must
allege both the existence of a parent/subsidiary relationship and facts justifying the piercing of
the corporate veil. Seasword v Hilti, Inc, 449 Mich 542, 548; 537 NW2d 221 (1995). In a
parent/subsidiary relationship, the parent, by definition, is able to exert control over a subsidiary
based on its ownership. Maki v Copper Range Co, 121 Mich App 518, 524; 328 NW2d 430
(1982). Here, the alleged contractual relationship between UAH and OmniCare is insufficient to
establish a parent/subsidiary relationship.
Plaintiffs’ allegations of a contractual relationship between UAH and OmniCare were
also legally insufficient to plead an “alter ego” theory for piercing the corporate veil. Neither the
allegations about the common directors and officers of UAH and OmniCare, nor financing and
expense matters, were sufficient to establish such unity of interests and ownership that the
separateness of UAH and OmniCare should be disregarded. Pettaway v McConaghy, 367 Mich
651, 654; 116 NW2d 789 (1962); Pan Pacific Sash & Door Co v Greendale Park, Inc, 166 Cal
App 2d 652; 333 P2d 802 (1958).
The trial court correctly determined that plaintiffs failed to state a claim, given plaintiffs’
failure to allege how OmniCare was a mere instrumentality of UAH. Furthermore, even if the
alleged relationship between UAH and OmniCare could be considered sufficient to give rise to a
claim for piercing the corporate veil, we would conclude that summary disposition was still
warranted because plaintiffs failed to allege facts justifying application of the doctrine so as to
hold UAH liable for OmniCare’s debts. Although we agree with plaintiffs that the doctrine can
be applied to wrongs other than fraud, the absence of any allegation that UAH existed as a device
for OmniCare to evade its debts belies plaintiffs’ position that the corporate veil should be
pierced. People ex rel Potter v Michigan Bell Telephone Co, 246 Mich 198, 204; 224 NW 438
(1929). Indeed, piercing the corporate veil to reach UAH’s assets might actually foster inequity
-3-
by imposing the burden for debts on persons having an interest in UAH, but no personal
responsibility for any of the alleged conduct that resulted in the unpaid debts of OmniCare.
Dep’t of Consumer & Industry Services, supra at 394. Further, we are not persuaded that equity
would be served by imposing the burden for OmniCare’s debts on UAH outside of the
rehabilitation proceeding that will determine OmniCare’s liability.
Construing the allegations in plaintiffs’ first amended complaint in a light most favorable
to plaintiffs, factual development could not possibly justify piecing the corporate veil. Rather
than being supportive of treating OmniCare as an instrumentality of UAH, the alleged facts
about UAH performing its management duties pursuant to its contract with OmniCare can only
support an inference that UAH functioned as an agent for OmniCare. Hence, we uphold the trial
court’s grant of summary disposition in favor of UAH with regard to this claim.
IV. Tortious Interference with Contract
Plaintiffs next argue that the trial court erred in granting summary disposition of their
claim for tortious interference with a contract. We disagree. To avoid summary disposition
under MCR 2.116(C)(8), plaintiffs were required to allege that UAH did a per se wrongful act, or
a lawful act with malice and unjustified in the law for the purpose of invading plaintiffs’ contract
rights with OmniCare. CMI Int’l, Inc v Intermet Int’l Corp, 251 Mich App 125, 131; 649 NW2d
808 (2002). As OmniCare’s management agent, UAH was not liable for tortious interference
with OmniCare’s contracts unless acting solely for its own benefit and with no benefit to
OmniCare. Reed v Michigan Metro Girl Scout Council, 201 Mich App 10, 13; 506 NW2d 231
(1993).
Count VIII alleged that “UAH, through illegal, unethical and/or fraudulent means,
instigated OmniCare to breach the contract with Botsford by directing or causing OmniCare not
to pay Botsford, or by mismanaging OmniCare so abominably that OmniCare was not able to
pay Botsford and/or by misrepresenting the financial condition of OmniCare.” Count VIII
further alleged that UAH directed OmniCare to breach a settlement agreement with plaintiffs and
“so badly managed OmniCare that it was not able to pay such amounts.”
With regard to plaintiffs’ misrepresentation theory, plaintiffs’ argument on appeal is
unclear as to the specific misrepresentation about OmniCare’s financial condition underlying
their claim. “The mere statement of a pleader’s conclusions, unsupported by allegations of fact,
will not suffice to state a cause of action.” ETT Ambulance Service Corp v Rockford Ambulance,
Inc, 204 Mich App 392, 395; 516 NW2d 498 (1994). This Court need not consider an issue that
is given only cursory treatment in an appeal brief. Eldred v Ziny, 246 Mich App 142, 150; 631
NW2d 748 (2001).
Even if we were to assume a per se wrongful act, plaintiffs failed to state a claim for
relief because they did not allege a causal link between UAH’s alleged misrepresentation about
OmniCare’s financial condition and OmniCare’s failure to pay either plaintiff. A claim of
tortious interference requires some type of inducement or purposeful interference. Formall, Inc
v Community Nat’l Bank, 166 Mich App 772, 781; 421 NW2d 289 (1988). Thus, even if we
viewed plaintiffs’ claim as pertaining to OmniCare’s future debts, that is, plaintiffs’ conduct in
providing future medical or ambulatory services on credit for OmniCare based on UAH’s alleged
misrepresentation about OmniCare’s financial condition, plaintiffs failed to state a claim for
-4-
tortious interference with a contract. In this regard, we note that the instigation underlying
plaintiffs’ claim relates to having plaintiffs perform their contractual obligations to provide
medical or ambulatory services to OmniCare’s enrollees, rather than OmniCare breaching its
obligation to pay for the services. The latter breach appears, at best, to be an incidental
consequence of an alleged misrepresentation that results from OmniCare incurring more
expenses than income to pay them. Regardless of whether such acts could be encompassed
within a tortious interference with a contract claim, OmniCare benefits by having medical and
ambulatory services provided to its enrollees. Because factual development could not show that
UAH was the sole beneficiary of any alleged misrepresentation, plaintiffs’ allegations were
insufficient to state a claim for tortious interference with a contract. Reed, supra at 13.
Nor are we persuaded that plaintiffs stated a claim for tortious interference with a
contract based on either the manner in which UAH directed or caused OmniCare to pay creditors
or UAH’s alleged mismanagement of OmniCare. The alleged violations of the Insurance Code
are responsibilities of OmniCare. They are insufficient to establish a per se wrongful act of
interference by UAH with regard to OmniCare’s contractual obligations to pay its debts.
Further, UAH’s alleged preferences in determining which of OmniCare’s creditors would be
paid, construed in a light most favorable to plaintiffs, are insufficient to establish a per se
wrongful act. Formall, Inc, supra at 780. Even if UAH benefited from payment preferences, the
payments also benefited OmniCare by reducing its debts. Hence, the preferences afford no basis
for holding UAH liable for tortious interference with a contract. Reed, supra at 13.
Finally, plaintiffs have failed to demonstrate that they stated a cause of action grounded
on UAH’s alleged direction to OmniCare to breach a settlement agreement or its alleged
mismanagement of OmniCare such that OmniCare could not pay the settlement amount. The
mere persuasion of a person to break a contract may not be wrongful in law or fact. Wilkinson v
Powe, 300 Mich 275, 282; 1 NW2d 539 (1942). Plaintiffs pleaded neither a per se wrongful act
of interference, nor a lawful act with malice and unjustified in the law for the purpose of
invading contract rights of either plaintiff. CMI Int’l, Inc, supra at 131. Accordingly, the trial
court properly granted summary disposition in favor of UAH with regard to plaintiffs’ tortious
interference with a contract claim.
V. Negligent Performance of Contract and Negligent Management
Plaintiffs next argue that the trial court erred in granting summary disposition of their two
counts grounded on UAH’s alleged negligent performance of its contract with OmniCare and
negligent management of OmniCare. We disagree. The trial court correctly determined that
plaintiffs’ two counts were substantively the same because the relationship out of which
plaintiffs sought to establish a duty owed by UAH to them was UAH’s contract with OmniCare.
Clark v United Technologies Automotive, Inc, 459 Mich 681, 691; 594 NW2d 447 (1999).
Indeed, the cases on which plaintiffs rely in support of their argument that they stated a cause of
action for negligent management involved contractual relationships. See Williams v Polgar, 391
Mich 6; 215 NW2d 149 (1974), and Courtright v Design Irrigation, Inc, 210 Mich App 528; 534
NW2d 181 (1995).
In any event, OmniCare’s contract with UAH, like the foreseeability of harm, was only a
factor in determining whether UAH was under any obligation to perform its duties as
OmniCare’s management agent for the benefit of plaintiffs. See Maiden, supra at 132;
-5-
Buczkowski v McKay, 441 Mich 96; 490 NW2d 330 (1992); Clark, supra at 261. Duty reflects
an expression of the sum total of those considerations that lead the law to say that a plaintiff is
entitled to protection. Buczkowski, supra at 101.
The law has been slow to create liabilities for agents who, in the course of negligently
performing duties owed to a principal, harm the economic interests of someone else. See the
commentary to Restatement of Agency, 2d, § 357. In the case at bar, plaintiffs did not allege that
they were third-party beneficiaries of OmniCare’s contract with UAH such that plaintiffs could
enforce that contract. Only intended third-party beneficiaries may sue for breach of a contractual
promise. MCL 600.1405; Brunsell v City of Zeeland, 467 Mich 293; 651 NW2d 388 (2002).
Nor does this case involve the type of bailment relationship in Cargill v Boag Cold Storage
Warehouse, Inc, 71 F3d 545 (CA 6, 1996), which caused the Sixth Circuit Court of Appeals to
conclude that a nonparty to the bailment contract was owed a duty of care relative to economic
expectations.
Rather, viewed in a light most favorable to plaintiffs, the allegations in their first
amended complaint suggest only that plaintiffs might be incidental beneficiaries of UAH’s
management contract with OmniCare, because UAH’s performance of its contractual
responsibilities could affect OmniCare’s ability to pay creditors. Although it might be
foreseeable that the negligent management of a company runs the risk of the company becoming
insolvent, this risk exists regardless of who manages OmniCare. OmniCare did not need UAH in
order to run its operations in an allegedly negligent manner.
Further, imposing a common-law duty on UAH to perform its contract in a nonnegligent
manner for the benefit of creditors, such as plaintiffs, would be unduly burdensome because it
would require UAH to answer to a number of incidental beneficiaries of its contract, rather then
simply OmniCare. In this regard, we agree with UAH’s position that the interests of creditors
and OmniCare are not coextensive. Although a creditor’s interest would involve having debts
timely paid under terms of its particular contract with OmniCare, OmniCare’s interests would
also require consideration of its enrollees’ rights. In light of a creditor’s ability to protect its own
interests when entering into contracts with OmniCare, subject to any statutory requirements
governing the transaction, we conclude that the relationship between plaintiffs and UAH is not
such as to impose a duty on UAH to manage OmniCare for plaintiffs’ benefit. Shifting the risk
that OmniCare would not pay its debts from a creditor to an alleged negligent management
company might provide an additional financial resource for paying the debt, but does not provide
a sufficient basis under the common law to impose a duty of care on the management company
for a creditor’s benefit. Hence, the trial court properly granted summary disposition in favor of
UAH with regard to the negligent performance of a contract and negligent management counts.
VI. Breach of Contract and Promissory Estoppel
Plaintiffs next challenge the trial court’s grant of summary disposition of their claims for
breach of contract and promissory estoppel. Because plaintiffs’ argument lacks citation to
supporting authority, we decline to address this issue. Plaintiffs’ attempt to address the authority
cited in UAH’s appeal brief is inadequate to invoke our review. Reply briefs must be confined to
rebuttal of the appellee’s arguments. MCR 7.212(G). To properly present the issue on appeal,
plaintiffs were required to support their arguments with appropriate authority in their appeal
brief. Check Reporting Services, Inc v Michigan Nat’l Bank, Lansing, 191 Mich App 614, 628;
-6-
478 NW2d 893 (1991). “[W]here a party fails to cite any supporting legal authority for its
position, the issue is deemed abandoned.” Prince v MacDonald, 237 Mich App 186, 197; 602
NW2d 834 (1999); Eldred, supra at 150.
VII. Fraudulent Misrepesentation and Innocent Misrepresentation
Finally, plaintiffs challenge the trial court’s grant of summary disposition of their claims
for fraudulent misrepresentation and innocent misrepresentation. We uphold the trial court’s
decision with regard to the latter claim based on plaintiffs’ failure to demonstrate any basis for
disturbing the court’s ruling that
plaintiffs failed to address the same. Notwithstanding, there are no allegations
that there was misrepresentation of material fact made directly to Plaintiffs by
UAH in connection with the making of a contract between them.
Plaintiffs’ failure to address a necessary issue, namely, the contract element addressed by the
trial court, precludes appellate relief. Roberts & Son Contracting, Inc v North Oakland
Development Corp, 163 Mich App 109, 113; 413 NW2d 744 (1987).
With regard to plaintiffs’ claim of fraudulent misrepresentation, we note that MCR
2.112(B) required that the circumstances constituting fraud be stated with particularity, but that
intent or other conditions of mind may be pleaded generally. In construing a similar federal rule
for pleadings, the Seventh Circuit Court of Appeals stated:
Fed R Civ P 9(b) requires the plaintiff to state "with particularity" any
"circumstances constituting fraud". Although states of mind may be pleaded
generally, the "circumstances" must be pleaded in detail. This means the who,
what, when, where, and how: the first paragraph of any newspaper story. [DiLeo
v Ernst & Young, 901 F2d 624, 627 (CA 7, 1990).]
Here, plaintiffs alleged the following in support of their count for fraud:
144. Plaintiffs reallege all preceding paragraphs.
145. UAH made several material representations about the financial
condition and viability of OmniCare, as described in detail above.
146. UAH’s representations were false, and were made willfully, with the
intent that Plaintiffs rely on them.
147. Plaintiffs reasonably relied on such misrepresentations.
148. As a result of Plaintiffs’ reliance on the false representations,
Plaintiffs proximately suffered damages in an amount in excess of $1.5 million.
Because the circumstances constituting the alleged fraud are not pleaded with particularly
and may only be determined by looking to other allegations in the complaint, we have limited
our review to the specific argument presented by plaintiffs in opposing UAH’s motion for
summary disposition and, in particular, plaintiffs’ reliance on allegations reflected in ¶¶ 46-47 of
-7-
the complaint, concerning a May 12, 1998, press release stating that “all providers of care will
continue to be paid for their services” and another May 12, 1998, public statement that
“OmniCare Health Plan is not in receivership.” We decline to address plaintiffs’ arguments
concerning other alleged misrepresentations, given plaintiffs failure to demonstrate that they
presented these arguments below in opposition to UAH’s motion for summary disposition.
Driver v Hanley (After Remand), 226 Mich App 558, 563-564; 575 NW2d 31 (1997).
Concerning whether plaintiffs stated a claim for fraudulent misrepresentation based on
UAH’s alleged statement in a May 12, 1998, press release that “all providers will continue to be
paid for their services,” we agree with the trial court that the statement relates to a future
promise. An action for fraud must be predicated upon a statement of past or existing fact.
Marrero v McDonnell Douglas Capital Corp, 200 Mich App 438, 444; 505 NW2d 275 (1993).
“Future promises are contractual and do not constitute fraud.” Hi-Way Motor Co v Int’l
Harvester Co, 398 Mich 330, 336; 247 NW2d 813 (1976).
Although the trial court did not specially address UAH’s alleged May 12, 1998, public
statement, “OmniCare Health Plan is not in receivership,” we conclude that the court still
reached the right result. In this regard, the mere fact that the statement was allegedly made to the
public, rather than directly to plaintiffs, is not dispositive of whether a claim was stated. While
we agree with UAH that fraud may not be based on misrepresentations to a third party, Int’l
Brotherhood of Electrical Workers, Local 58 v McNulty, 214 Mich App 437, 447; 543 NW2d 25
(1995), there are circumstances in which published statements in newspapers may constitute
actionable fraud. See LeRoy Construction Co v McCann, 356 Mich 305, 308; 96 NW2d 757
(1959) (newspaper advertisement may constitute fraud). We also note that UAH’s status as
OmniCare’s management agent would not shield UAH from a fraud action. An agent is not
exempt from fraud committed on behalf of a principal. Int’l Union United Automobile Workers
of America v Wood, 337 Mich 8, 14; 59 NW2d 60 (1953); see also Restatement of Agency, 2d,
§ 348.
Nonetheless, plaintiffs failed to allege a false statement of fact, only that the statement
“OmniCare was not in receivership” was, at best, misleading because the commissioner had a
seizure order. In this regard, the parties on appeal disagree whether a seizure order may
constitute a receivership. Substantively, plaintiffs’ alleged fraud claim concerns the legal import
of a seizure order under the Insurance Code’s provisions governing delinquency proceedings,
rather than a fact. “Receiver” is accorded special meaning under the Insurance Code as a
“receiver, liquidator, rehabilitator, or conservator as the context requires.” MCL 500.8103(k). A
“delinquency proceeding” itself means
a proceeding instituted against an insured for the purpose of liquidating,
rehabilitating, reorganizing, or conserving such insured, and a summary
proceeding under section 8109 or 8110. “Formal delinquency proceeding” means
any liquidation or rehabilitation proceeding. [MCL 500.8103(c) (emphasis
added).]
Thus, a trial court grants a seizure order as part of a summary proceeding. MCL
500.8110. Although MCL 500.8110 permits ex parte seizure orders for the commissioner to take
possession and control of property, the duration of the order is limited to such time as the court
considers necessary for the commissioner to ascertain the condition of the insurer. MCL
-8-
500.8110 does not use “receiver” language when stating the commissioner’s authorized conduct.
Whether an insured subject to a seizure order may nevertheless be viewed as functioning in a
receivership is, thus, a matter of law, rather than fact. The “fact” is the seizure order itself or its
contents.
In general, a claim of fraud or misrepresentation relating to a point of law is allowed only
where a plaintiff has the right to rely on legal advice. Rose v Nat’l Auction Group, Inc, 466 Mich
453, 465; 646 NW2d 455 (2002). An opinion rendered based upon underlying, disclosed facts
may be actionable if the disclosed facts were false. See City Nat’l Bank of Detroit v Rodgers &
Morgenstein, 155 Mich App 318, 323-325; 399 NW2d 505 (1986).
Because plaintiffs’ claim, as alleged, involves an undisclosed fact, namely, the seizure
order itself or its contents, it is thus properly analyzed under the standards for silent fraud, a
cause of action that requires a duty of disclosure. M & D, Inc v McConkey, 231 Mich App 22,
31; 585 NW2d 33 (1998). Examined in this context, the trial court reached the correct result in
granting UAH’s motion for summary disposition. Plaintiffs have not demonstrated that they
stated a valid claim for fraud based on UAH’s alleged public statement “OmniCare is not in
receivership.”
Affirmed.
/s/ Donald S. Owens
/s/ E. Thomas Fitzgerald
/s/ Henry William Saad
-9-
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.