Shambhu Patel v. Hemant Patel
Shambhu Patel v. Hemant Patel
Opinion
*632 Plaintiff, Shambhu (Sam) Patel, and his two brothers, defendants Hemant Patel and Jaimin (Jimmy) Patel, in 2001, incorporated defendant Shree *633 Vishnu II (SVII) to purchase and operate a hotel in Holland, Michigan, known as the Holland Econolodge or the Holland Economy Inn. 1 Sam brought a shareholder oppression suit against defendants in 2016. Among the defenses that defendants asserted were waiver and promissory estoppel based on a handwritten letter plaintiff wrote on June 17, 2006; defendants allege that plaintiff in the letter surrendered all of his interest in the hotel to his two brothers. After a bench trial on the issue of waiver, the trial court ruled in defendants' favor in an opinion and order dated July 28, 2017. The trial court entered its judgment of no cause of action on August 18, 2017. Plaintiff appeals by right. He also appeals the trial court's award of mediation fees as taxable costs. We affirm.
I. WAIVER
A. STANDARD OF REVIEW
This Court reviews for clear error the trial court's factual findings following a bench trial and reviews de novo the trial court's conclusions of law.
Ligon v. Detroit
,
B. ANALYSIS
We conclude that the trial court did not clearly err by finding that "plaintiff intentionally and voluntarily relinquished his known right to [an ownership interest in the corporation owning] the Holland hotel" by writing and delivering to his two brothers the June 17, 2006 letter that "explicitly indicated that [plaintiff] did not want 'anything' or 'whatever' ... from the Holland hotel" and that defendants Hemant and Jimmy Patel "should 'share' or 'split' what would come from the hotel...." The trial court's finding is supported by the *635 plain meaning of the words that plaintiff voluntarily wrote in the letter addressed to his two brothers. The three brothers' conduct after 2006, which showed that plaintiff never participated in hotel operations and did not provide any assistance to save the hotel from bank foreclosure (2013) or from being shut down by the city of Holland because of alleged ordinance violations (2014), also supports the trial court's finding. Consequently, the trial court did not clearly err by ruling that because plaintiff "waived his rights as a shareholder in 2006, he did not have standing to pursue claims for damages, accounting, or dissolution of SVII in 2016." We affirm the trial court's judgment dismissing plaintiff's shareholder action.
Plaintiff asserts that the trial court's findings were against the great weight of the evidence. Plaintiff, while professing not to quarrel with the trial court's findings of fact, argues that the trial court erred by concluding that defendants satisfied their burden of proof by the preponderance of the evidence that plaintiff waived his interest in the Holland hotel by writing and delivering the June 17, 2006 letter. See
Cadle Co.
,
*652
Sweebe
,
*636
Plaintiff argues that the plain meaning of the words he wrote should not be applied because he only intended to comfort the brothers' father by showing that there was not a family feud over money and because he delivered the letter to his father, not his brothers. But plaintiff's testimony in this regard was contradicted by the testimony of his brothers. The trial court found defendants' testimony on this point more credible than plaintiff's testimony. Moreover, the trial court's finding was supported by the fact that the letter was addressed to plaintiff's brothers. The finding was further supported by the lack of evidence that the June 17, 2006 letter was ever in the possession of the brothers' father, other than plaintiff's own testimony that the trial court determined lacked credibility. The trial court's findings that plaintiff delivered the letter to his brothers and intended the plain meaning of the words he wrote are not clearly erroneous. MCR 2.613(C) ;
Ambs
,
Plaintiff's other arguments also lack merit because they do not undermine the trial court's factual findings. Plaintiff argues the "fact" that he remains personally liable for the Holland hotel's debt undercuts the trial court's finding. But plaintiff points to no part of the record where this "fact" is established. Rather, the record evidence shows that in 2013, the Holland hotel's bank called its outstanding loan balance, and defendants refinanced the debt without plaintiff's assistance or participation. Whether plaintiff remains liable regarding any personal guarantees he gave before 2006 is pure speculation. Plaintiff's argument does not undermine the trial court's factual findings that "plaintiff intentionally and voluntarily relinquished his known right to [an ownership interest in the corporation owning] the Holland hotel" by writing and delivering to his two brothers the June 17, 2006 letter.
*637 Similarly, plaintiff's argument-that the Hindu phrase "Oh Namoh Shivay" would not be written at the top of the June 2006 letter if it were a business document-also does not undermine the trial court's factual findings. The evidence at trial showed that all three brothers did not attend to legal details as a lawyer or accountant would. Further, the letter was written after plaintiff had accused his brothers of stealing money from SVII. Immediately before writing that he did not want anything from the hotel, plaintiff wrote: "I don't have any hard feelings. If I did something wrong I am sorry." Plaintiff testified at trial that the phrase at issue had religious implications similar to invoking Deity; however, its placement on a letter to brothers with whom he was in business, to settle past differences, does not undercut the trial court's finding that plaintiff meant what he wrote: "I don't want from [the Holland hotel] whatever comes you share it."
Plaintiff argues that he did not waive his interest in the Holland hotel because he continued to receive payments from hotel profits between 2006 and 2011. But all three brothers agreed that the money plaintiff received during that time period was for the necessities of plaintiff and his family when plaintiff was not succeeding in business. Further, the trial
*653
court found credible defendant brothers' testimony that the payments were essentially charitable gifts, not business profit distributions. Further, the testimony of Hemant and Jimmy was supported by bank and tax records that showed the distributions were included in defendants' taxable income but were not taxable to plaintiff. The trial court's findings regarding the payments plaintiff received are not clearly erroneous. MCR 2.613(C) ;
Ambs
,
In sum, the trial court did not clearly err by finding that plaintiff waived his interest in the Holland hotel by writing and delivering to his two brothers the June 17, 2006 letter that "explicitly indicated that [plaintiff] did not want 'anything' or 'whatever' ... from the Holland hotel" and that defendants Hemant and Jimmy Patel "should 'share' or 'split' what would come from the hotel...." MCR 2.613(C) ;
Ambs
,
II. TAXABLE COST-MEDIATION
A. STANDARD OF REVIEW
The proper interpretation and application of a court rule is a question of law that is reviewed de novo.
Henry v. Dow Chem. Co.
,
B. ANALYSIS
We conclude that under the plain meaning of MCR 2.625(A)(1), MCR 2.411(D)(4), and MCL 600.2405(2), the trial court did not err by assessing mediation fees as taxable costs.
"The power to tax costs is purely statutory, and the prevailing party cannot recover such expenses absent statutory authority."
Guerrero
,
When interpreting a court rule, the principles used to interpret statutes apply.
Henry
,
The starting point is MCR 2.625(A)(1). It provides, "Costs will be allowed to the prevailing party in an action, unless prohibited by statute or by these rules or unless the court directs otherwise, for reasons stated in writing and filed in the action."
Id
. The court rule presumes that the prevailing party may tax its costs unless a statute, other court rule, or the presiding judge has ordered otherwise. See
Guerrero
,
The trial court ruled that defendants' mediation expense was a taxable cost under MCR 2.411(D)(4), which provides that a "mediator's fee is deemed a cost of the action, and the court may make an appropriate order to enforce the payment of the fee." The trial court did not err by applying the plain terms of MCL 600.2405(2), which includes as a taxable cost any matter "made taxable elsewhere in the statutes or rules." MCR 2.411(D)(4) plainly provides that a "mediator's fee is deemed a cost of the action"-thus becoming a taxable cost under MCL 600.2405(2) and authorizing the assessment of mediation fees as a taxable cost under MCR 2.625(A)(1). That the second clause of MCR 2.411(D)(4) authorizes a court to "make an appropriate order to enforce the payment of the
*641
[mediator's] fee" does not diminish the plain terms of the first clause of MCR 2.411(D)(4). When interpreting a statute or court rule, "[a]s far as possible, effect should be given to every sentence, phrase, clause, and word."
Diallo v. LaRochelle
,
We affirm. As the prevailing party, defendants may tax their costs under MCR 7.219.
Murray, C.J., and Markey and Tukel, JJ., concurred.
For convenience and to avoid confusion, we will refer to the brothers by their first name (Hemant) or nicknames (Sam and Jimmy).
Reference
- Full Case Name
- Shambhu PATEL, Plaintiff-Appellant, v. Hemant PATEL, Jaimin Patel, A/K/A Jimmy Patel, and Vishnu Shree II, Inc., Defendants-Appellees.
- Cited By
- 49 cases
- Status
- Published