Where a fraud complaint was filed over the sale of a commercial property, a grant of summary disposition in favor of the defendant seller was affirmed as the record supports the trial court’s conclusion that the plaintiff’s reliance on defendant’s statement was not reasonable.
Affirmed.
“These consolidated appeals arise from allegations of fraud. In Docket No. 365842, plaintiff, 2701 Dettman LLC, appeals by delayed leave granted the trial court’s order granting summary disposition in favor of defendant, RIGTV LLC, pursuant to MCR 2.116(C)(8) (failure to state a claim). In Docket No. 364495, plaintiff appeals as of right the trial court’s order granting attorney fees and costs to defendant. We affirm.
“This matter arises out of the sale of a commercial property, located in Jackson whereby plaintiff purchased the property from defendant for $4,500,000. The parties signed a Purchasing Agreement in November 2021 that authorized plaintiff to perform its own inspection of the property during the due diligence period. The contract also provided that at any time during the inspection period, in its sole and absolute discretion, plaintiff could send a termination notice if it found the property unsatisfactory.
“At the heart of this case is money owed to the property’s tenant for tenant improvements.
“The alleged misrepresentation that led to this litigation was made during the due diligence period.
“Plaintiff argues that the trial court erred by granting summary disposition because plaintiff reasonably relied on defendant’s statement when completing the closing. We disagree.
“Both plaintiff and defendant rely on Titan , a case that applies to sophisticated commercial parties. However, this ‘no duty to investigate’ rule delineated in Titan does not apply here because plaintiff was obligated to conduct its own investigation under the terms of the Purchase Agreement.
“Therefore, the record supports the trial court’s conclusion that plaintiff’s reliance was not reasonable.
“Plaintiff argues that the no-reliance clause does not protect defendant from a fraud claim in light of the timing and context of the transaction. We disagree.
“Because these documents were signed after the misrepresentation and after the extended period of time specifically designated for an independent investigation, we disagree with plaintiff’s argument that the statement regarding the tenant allowance was done post-contractually.
“Plaintiff argues that defendant committed silent fraud when it failed to disclose that the $200,000 allowance was not paid. We disagree.
“In this case, plaintiff fails to demonstrate that defendant’s single statement and its nonresponse to an email were ‘intended to deceive.’ Moreover, even silent fraud requires a showing of reasonable reliance. ... As discussed above, the issue of the outstanding reimbursement could have easily been discovered if plaintiff had exercised its right to contact the tenant during the due diligence period.
“Therefore, we conclude that the trial court did not err by concluding that plaintiff cannot establish silent fraud.
“Plaintiff argues that the trial court erred by awarding attorney fees. We disagree.”
2701 Dettman LLC v. RIGTV LLC; MiLW 08-108110, 8 pages; Michigan Court of Appeals unpublished per curiam; Maldonado, J., K. F. Kelly, J., Redford, J.; on appeal from Jackson Circuit Court; Mary-Claire Petcoff for appellant; Brian M. Moore for appellee.
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