Genesee Foods Services, Inc v. Meadowbrook, Inc

760 N.W.2d 259, 279 Mich. App. 649
CourtMichigan Court of Appeals
DecidedJuly 17, 2008
DocketDocket 274517
StatusPublished
Cited by31 cases

This text of 760 N.W.2d 259 (Genesee Foods Services, Inc v. Meadowbrook, Inc) is published on Counsel Stack Legal Research, covering Michigan Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Genesee Foods Services, Inc v. Meadowbrook, Inc, 760 N.W.2d 259, 279 Mich. App. 649 (Mich. Ct. App. 2008).

Opinions

OWENS, J.

Defendants appeal by leave granted the trial court’s order denying their MCR 2.116(C)(7) motion for summary disposition. We affirm.

Genesee Foods Services, Inc. (Genesee Foods), is a food wholesaler and distribution business incorporated by Robert Grabowski and Robert Jackier in April 1999. Its principal place of business was at G-4309 South Dort Highway in Burton, on property owned by Genesee Management, LLC, which Grabowski had organized as a limited liability company in April 1999. The Dort Highway property contained two buildings, an approximately 17,000-square-foot cold storage building and an approximately 800-square-foot one-family house.

Defendant Meadowbrook, Inc. (Meadowbrook), is a commercial insurance agency; defendants Rick and Steve Smith are licensed insurance agents and Meadowbrook employees. In 1988, Meadowbrook signed an agreement to become an agent for Citizens Insurance Company of America (Citizens).1 The 1988 agreement between Meadowbrook and Citizens began:

By signing this agreement you become an Agent for the Companies indicated above. You promise to follow our underwriting rules and regulations and the provisions of [651]*651this agreement. “You” and “your” mean the Agent named above. “We”, “us”, and “our” mean the Companies named above.
Throughout this agreement, the singular indicates the plural and the plural the singular, where appropriate. The contractual obligations running between each of the Companies and the Agent are severable and distinct. However, any breach of your duties or responsibilities to any of the Companies, or the occurrence of any condition justifying the termination of the contract with any of the Companies, will also give us the right to modify, suspend, or terminate the agreement with any or all of the Companies.

The 1988 agreement also described defendants’ authority, duties, and relationship with Citizens. In particular, the 1988 agreement gave Meadowbrook the authority to accept and bind contracts of insurance that Citizens was licensed to write.

According to plaintiffs, in March 2001, Grabowski met with Steve and Rick Smith to discuss obtaining commercial general liability and property insurance from a third-party insurer. Defendants arranged for plaintiffs to purchase an insurance policy through Citizens. When plaintiffs renewed their policy to insure their property for the period between March 2003 and March 2004, the policy provided $771,750 in coverage for the cold storage building, $374,500 in coverage for personal property in the cold storage building, $500,000 in coverage for combined business income and extra expenses, and $105,000 in coverage for the house.

On August 15, 2003, a fire destroyed most of the Dort Highway property and its contents, rendering the businesses inoperable. In October 2003, plaintiffs submitted a claim to Citizens for property damage and business interruption losses sustained in the fire. On November 20, 2005, plaintiffs and Citizens reached a settlement regarding plaintiffs’ insurance claims and ex[652]*652ecuted a “Compromise Settlement Release and Hold Harmless Agreement” (2005 release). The 2005 release, signed by both Jackier and Grabowski, read in pertinent part:

The Undersigned, Genesee Foods Services, Inc., Genesee Management, L.L.C., Robert Jackier and Robert Grabowski, hereby acknowledge receipt from the Citizens Insurance Company of America, the sum of Five Hundred and Fifty Thousand and 00/100 Dollars ($550,000.00), by its checks totaling that amount and made payable as follows: Genesee Foods Services, Inc., Genesee Management, L.L.C., Food Delivery Service, Inc., Robert Jackier and Robert Grabowski, Fifth Third Bank, Associated Adjusters, Inc., and Jackier Gould, EC. In consideration of said payments, and previous payments made in the form of advances in the amount of Six Hundred and Thirty Thousand Six Hundred and Sixty-Three and 73/100 ($630,663.73) Dollars, the Undersigned do hereby release and forever discharge the Citizens Insurance Company of America and each of its servants, agents, adjusters, employees, attorneys, related companies, parent companies and subsidiaries (hereinafter “Citizens Releasees”) of and from any and all claims, debts, dues, actions, causes of actions and demands, whatsoever, which the Undersigned now have or may have against the Citizens Releasees for or on account of any matter or thing that has at any time heretofore occurred, particularly, but without limiting the generality hereof all claims and demands arising out of its policy number 01 MPC 0560795 issued to Genesee Foods Services, Inc., for the premises located at G-4309 South Dort Highway, Burton, Michigan, by reason of fire, smoke, water or other loss to property described within the said Policy occurring on or about June 30, 2003 and August 15, 2003 and all claims and demands arising out of anything said or done by Citizens Releasees, in investigating the said claims, the causes thereof, and/or any other claims of the Undersigned including claims for bad faith, consequential and/or punitive damage.

[653]*653On November 23, 2005, Citizens issued a final check in the amount of $9,048 to plaintiffs, noting that the check was the full and final payment of claims involving the buildings and of all claims.

Both Grabowski and Jackier claimed that it was not their intent to release defendants from legal liability in connection with procuring insurance policies for plaintiffs and maintained that if defendants had procured adequate insurance coverage for plaintiffs, plaintiffs’ payment and settlement would have been significantly greater. Plaintiffs filed an action against defendants on December 16, 2005, alleging that defendants were negligent, breached their fiduciary duty to plaintiffs, and breached their contractual agreement to provide insurance agency services to plaintiffs when they failed to ensure that the insurance policy that they arranged for plaintiffs to purchase would provide plaintiffs with sufficient coverage in the event of a loss. Defendants thereafter moved for summary disposition pursuant to MCR 2.116(C)(7), arguing that when plaintiffs entered the 2005 release with Citizens, they also released defendants of any liability with regard to the 2003 fire. In response, plaintiffs argued that defendants were their agents, not Citizens’ agents, and alleged that they were unaware that an agency agreement existed between defendants and Citizens when they executed the release. The trial court denied defendants’ motion for summary disposition, concluding that a question of fact remained regarding whether defendants were agents of Citizens or of plaintiffs, but granted defendants’ motion for a stay of proceedings pending resolution of this appeal.

Defendants argue that plaintiffs’ claims against them were barred by the terms of the 2005 release and that the trial court erred when it failed to grant their [654]*654MCR 2.116(C)(7) motion for summary disposition. We disagree. We review de novo a trial court’s denial of a motion for summary disposition pursuant to MCR 2.116(C)(7). Maiden v Rozwood, 461 Mich 109, 118; 597 NW2d 817 (1999). We also review de novo questions regarding the proper interpretation of a contract and whether the language of a contract is ambiguous. Klapp v United Ins Group Agency, Inc, 468 Mich 459, 463; 663 NW2d 447 (2003).

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Cite This Page — Counsel Stack

Bluebook (online)
760 N.W.2d 259, 279 Mich. App. 649, Counsel Stack Legal Research, https://law.counselstack.com/opinion/genesee-foods-services-inc-v-meadowbrook-inc-michctapp-2008.