Fisher Sand & Gravel Co. v. Neal a Sweebe, Inc.

837 N.W.2d 244, 494 Mich. 543, 81 U.C.C. Rep. Serv. 2d (West) 239, 2013 WL 3924324, 2013 Mich. LEXIS 1131
CourtMichigan Supreme Court
DecidedJuly 30, 2013
DocketDocket 143374
StatusPublished
Cited by65 cases

This text of 837 N.W.2d 244 (Fisher Sand & Gravel Co. v. Neal a Sweebe, Inc.) is published on Counsel Stack Legal Research, covering Michigan Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Fisher Sand & Gravel Co. v. Neal a Sweebe, Inc., 837 N.W.2d 244, 494 Mich. 543, 81 U.C.C. Rep. Serv. 2d (West) 239, 2013 WL 3924324, 2013 Mich. LEXIS 1131 (Mich. 2013).

Opinions

Zahra, J.

At issue in this case is whether the four-year period of limitations in § 2725 of article 2 of [548]*548Michigan’s Uniform Commercial Code (UCC),1 MCL 440.2725, is applicable to actions on either an open account or an account stated when the underlying debt stemmed from the sale of goods. Because actions on an account stated and actions on an open account are distinct and independent from the underlying transactions giving rise to the antecedent debt, neither action is governed by the four-year limitations period provided in § 2725 of the UCC. Rather, both actions are governed by the six-year period of limitations provided in MCL 600.5807(8). Accordingly, we reverse the contrary judgment of the Court of Appeals, which barred plaintiffs open account and account stated actions as untimely, and remand the case to the trial court for further proceedings consistent with this opinion.

I. FACTS AND PROCEEDINGS

Plaintiff provided concrete supplies to defendant commencing in October 1991. Plaintiff timely and regularly invoiced defendant for these supplies. Defendant made sporadic payments to plaintiff in random amounts. Plaintiff maintained an account that recorded the supplies sold to defendant and the payments defendant submitted to plaintiff on that account. Through the course of the litigants’ business relationship, defendant never paid its account in full.2 Commencing in 2003, defendant acquired from plaintiff less product [549]*549than it had acquired in prior years. Specifically, defendant made only 4 purchases from plaintiff in 2003 and 10 purchases from plaintiff in 2004. On May 9, 2005, defendant made what turned out to be its final purchase from plaintiff. On that date, plaintiff delivered a small amount of supplies to defendant, for which defendant was invoiced $152.98. Defendant paid the invoiced amount on May 13, 2005, by check. Defendant did not designate on its check that the tendered amount was to satisfy the invoice of May 9, 2005. Plaintiff claims it credited the payment against the open account balance. That was the last payment defendant made to plaintiff.

More than four years later plaintiff sued defendant, claiming that defendant owed plaintiff $92,968.57, including $3,718.32 in finance charges.3 Plaintiffs claims included breach of contract, unjust enrichment, and account stated.4 Plaintiff filed an amended complaint on October 29, 2009, adding a claim for amount owed on an open account. Defendant moved for summary disposition pursuant to MCR 2.116(C)(7), arguing that plaintiffs claims were barred by the four-year period of limitations provided in § 2725 of the UCC. Plaintiff countered that defendant’s obligation to pay on the open account was independent of any sale of goods and that its claim was therefore governed by the six-year [550]*550period of limitations provided in MCL 600.5807(8). Whether defendant’s May 13, 2005, payment was a payment on the open account or a payment for a distinct transaction was also disputed because defendant’s $152.98 payment matched an invoice for the same amount dated May 9, 2005. The trial court held that plaintiffs action was governed by the four-year period of limitations provided in § 2725 because the parties’ open account related to the sale of goods. Therefore, the trial court concluded, plaintiffs claims based on open account and account stated were not timely because the action was commenced more than four years after the claims accrued.5 A divided panel of the Court of Appeals affirmed in a published opinion, holding that the UCC’s four-year limitations period was applicable to actions on both an open account and an account stated.6

[551]*551The Court of Appeals noted that it was unable to find anything in Michigan’s jurisprudence directly addressing whether the four-year period of limitations in the UCC is applicable to an open account relating to the sale of goods.7 Plaintiff argued that the UCC did not apply to its claim because “payment on an open account triggers a new obligation, separate and distinct from an underlying agreement.”8 The Court of Appeals dismissed plaintiff’s contentions because the cases supporting plaintiffs argument did not involve the sale of goods subject to the UCC.9 The Court of Appeals consulted the official comments to the UCC,10 which provide that the purpose of article 2 is to take “ ‘sales contracts out of the general laws limiting the time for commencing contractual actions . ...’ ”11 Though it acknowledged that the official comments do not have the force of law, the Court of Appeals noted that applying the UCC’s four-year period of limitations to actions on open account would accomplish the goal identified in [552]*552the comments of promoting “uniformity and consistency” among the jurisdictions.12 The Court of Appeals also noted that “[ojther jurisdictions that have addressed this question have favored applying the UCC limitations period to an action based on an open account related to the sale of goods.”13

Judge O’CONNELL dissented, asserting that “[p]ayment on an open account triggers a new obligation, separate and distinct from an underlying agreement,” and therefore, the new obligation is governed by the six-year period of limitations in MCL 600.5807(8).14 Thus, Judge O’CONNELL would have reversed the judgment of the trial court.15

This Court granted leave to appeal to determine whether an action on an open account relating to the sale of goods is subject to the four-year period of limitations in § 2725 of the UCC or the general six-year period of limitations applicable to contract actions in MCL 600.5807(8).16

[553]*553ii. standard of review

MCR 2.116(C)(7) allows a party to file a motion for summary disposition on the ground that a claim is barred because of the expiration of the applicable period of limitations. A movant under MCR 2.116(C)(7) is not required to file supportive material, and the opposing party need not reply with supportive material. Moreover, the contents of the complaint are accepted as true unless contradicted by documentation submitted by the movant.17 Appellate review of a trial court’s summary disposition ruling pursuant to MCR 2.116(C)(7) is de novo.18 Questions of statutory interpretation are also reviewed de novo.19

III. ANALYSIS

A. COLLECTION ACTIONS GENERALLY

Michigan has recognized a number of collection actions. These actions include open account claims, mutual and open account current claims, and account stated claims. The purpose of these causes of action is to recover sums due that arose out of a course of dealing between the parties.

Historically the common law has distinguished an open account from a mutual and open account current. An “open account” is traditionally defined as “ ‘1. [a]n unpaid or unsettled account. 2.

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837 N.W.2d 244, 494 Mich. 543, 81 U.C.C. Rep. Serv. 2d (West) 239, 2013 WL 3924324, 2013 Mich. LEXIS 1131, Counsel Stack Legal Research, https://law.counselstack.com/opinion/fisher-sand-gravel-co-v-neal-a-sweebe-inc-mich-2013.