Miller v. Allstate Ins. Co.

739 N.W.2d 675
CourtMichigan Court of Appeals
DecidedSeptember 28, 2007
Docket259992
StatusPublished
Cited by7 cases

This text of 739 N.W.2d 675 (Miller v. Allstate Ins. Co.) 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
Miller v. Allstate Ins. Co., 739 N.W.2d 675 (Mich. Ct. App. 2007).

Opinion

739 N.W.2d 675 (2007)

William MILLER, Plaintiff-Appellee
v.
ALLSTATE INSURANCE COMPANY, Defendant-Cross-Defendant-Appellant, and
PT Works, Inc., Cross-Plaintiff-Appellee.

Docket No. 259992.

Court of Appeals of Michigan.

Submitted April 24, 2007, at Lansing.
Decided May 31, 2007, at 9:00 a.m.
Released for Publication September 28, 2007.

*677 Nemier, Tolari, Landry, Mazzeo & Johnson, P.C. (by David B. Landry), Farmington Hills, for Allstate Insurance Company.

Thav, Gross, Steinway & Bennett, P.C. (by Barry A. Steinway and Adam J. Gantz), Bingham Farms, for PT Works, Inc.

Before: JANSEN, P.J., and MURPHY and FORT HOOD, JJ.

MURPHY, J.

This appeal is before us on remand from the Michigan Supreme Court. Defendant Allstate Insurance Company had appealed as of right the trial court's order denying its motion for summary disposition and granting summary disposition in favor of cross-plaintiff PT Works, Inc. As reflected in our prior opinion, "the sole issue on appeal is whether the trial court erred in finding that PT Works was entitled to receive insurance benefits from Allstate under the no-fault act, MCL 500.3101 et seq., for physical therapy services provided by PT Works to plaintiff William Miller, who was insured by Allstate and injured in a motor vehicle accident." Miller v. Allstate Ins. Co., 272 Mich.App. 284, 726 N.W.2d 54 (2006), vacated 477 Mich. 1062, 728 N.W.2d 458 (2007). We previously held that it was unnecessary for us to determine whether PT Works was properly incorporated under the Business Corporation Act (BCA), MCL 450.1101 et seq. Miller, supra at 286, 726 N.W.2d 54. Our rationale was that, even if PT Works was improperly incorporated, MCL 500.3157, which allows recovery of insurance benefits for lawfully rendered treatment, did not bar recovery when the treatment itself was lawfully rendered by licensed personnel regardless of underlying corporate formation issues relative to the care-giving clinic or institution. Id. at 286-287, 726 N.W.2d 54. Our Supreme Court vacated our opinion and remanded for us "to determine whether PT Works may properly be incorporated solely under the [BCA] and not the Professional Service Corporation Act [(PSCA), MCL 450.221 et seq.,], and, once that determination is made, to reconsider (if necessary) whether physical therapy provided by PT Works was `lawfully rendered' under MCL 500.3157." 477 Mich. 1062, 728 N.W.2d 458. On remand, we hold that PT Works was improperly incorporated under the BCA and that, nevertheless, physical therapy treatment provided by PT Works was lawfully rendered for purposes of recovering motor vehicle insurance benefits under MCL 500.3157. Accordingly, we once again affirm the trial court's ruling.

This Court reviews de novo a trial court's decision on a motion for summary disposition. Kreiner v. Fischer, 471 *678 Mich. 109, 129, 683 N.W.2d 611 (2004). Issues of statutory construction are likewise reviewed de novo on appeal. Feyz v. Mercy Mem. Hosp., 475 Mich. 663, 672, 719 N.W.2d 1 (2006). Our primary task in construing a statute is to discern and give effect to the intent of the Legislature. Shinholster v. Annapolis Hosp., 471 Mich. 540, 548-549, 685 N.W.2d 275 (2004). The words contained in a statute provide us with the most reliable evidence of the Legislature's intent. Id. at 549, 685 N.W.2d 275. In ascertaining legislative intent, this Court gives effect to every word, phrase, and clause in the statute. Id. We must consider both the plain meaning of the critical words or phrases and their placement and purpose in the statutory scheme. Id.

PT Works was incorporated under the BCA, and not under the PSCA. The incorporators and shareholders of PT Works are three individuals who are not licensed physical therapists. There is no dispute, however, that the physical therapy treatment received by Miller through PT Works was performed by licensed physical therapists.

Section 251(1) of the BCA provides:

A corporation may be formed under this act for any lawful purpose, except to engage in a business for which a corporation may be formed under any other statute of this state unless that statute permits formation under this act. [MCL 450.1251(1).]

In light of this language, our question is whether PT Works was formed to engage in a business for which a corporation may be formed under the PSCA, and, if so, whether the PSCA nonetheless permitted formation under the BCA. We conclude that PT Works was improperly incorporated under the BCA.

Pursuant to the PSCA, "[o]ne or more licensed persons may organize under this act to become a shareholder or shareholders of a professional corporation for pecuniary profit." MCL 450.224(1). The PSCA defines "professional corporation" as "a corporation that is organized under this act for the sole and specific purpose of rendering 1 or more professional services and has as its shareholders only licensed persons, the personal representatives or estates of individuals, or other persons as provided in section 10." MCL 450.222(b). MCL 450.222(c) provides:

"Professional service" means a type of personal service to the public that requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization. Professional service includes, but is not limited to, services rendered by certified or other public accountants, chiropractors, dentists, optometrists, veterinarians, osteopaths, physicians and surgeons, doctors of medicine, doctors of dentistry, podiatrists, chiropodists, architects, professional engineers, land surveyors, and attorneys at law.

The plain language of the statute indicates that the list of professional services identified is not exclusive. And there can be no dispute that physical therapy services for injured or sick individuals is a type of personal service offered to the public. Moreover, engaging in the practice of physical therapy requires a license under Michigan law. MCL 333.17820. Accordingly, physical therapy constitutes a professional service for purposes of the PSCA, and thus the business of providing physical therapy services also constitutes "a business for which a corporation may be formed under any other statute of this state." MCL 450.1251(1). Additionally, the PSCA does not expressly permit formation *679 under the BCA. MCL 450.1251(1).[1] Moreover, the BCA provides that professional service corporations formed under the PSCA "shall not be incorporated under this act." MCL 450.1123(1). Therefore, PT Works was improperly incorporated under the BCA. We also note that, given that PT Works' incorporators and shareholders are not licensed physical therapists, those particular individuals could not incorporate PT Works nor could they be shareholders under the PSCA. MCL 450.222(b); MCL 450.224(1) and (2).[2]

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