Opinion
Docket No. 144721. COA No. 297819.
2012-11-7
Scott and Jeanne WOODBURY, Plaintiffs, and Center Woods, Inc., Plaintiff–Appellant, v. RES–CARE PREMIER, INC., Defendant–Appellee, and Ruth Averill, Defendant.
Prior report: 295 Mich.App. 232, 814 N.W.2d 308.
Order
On order of the Court, the application for leave to appeal the January 19, 2012 judgment of the Court of Appeals is considered, and it is GRANTED. The parties shall include among the issues to be briefed: (1) whether the common law doctrines of de facto corporation, see, e.g., Bergy Bros., Inc. v. Zeeland Feeder Pig, Inc., 415 Mich. 286, 327 N.W.2d 305 (1982), and corporation by estoppel, see, e.g., Stott v. Stott Realty Co., 288 Mich. 35, 48, 284 N.W. 635 (1939), survived enactment of the Nonprofit Corporation Act, MCL 450.2101 et seq. ; (2) if so, whether plaintiff corporation, Center Woods, Inc., which was administratively dissolved in 1993 under § 922 of the Nonprofit Corporation Act, but reinstated in 2009 under § 925, continued to exist as a de facto corporation during the period of dissolution such that defendant Ruth Averill, a member and shareholder of the corporation, was required to provide notice to the corporation pursuant to its Articles of Agreement of the pending sale of her property; and (3) whether defendant Averill is estopped to deny the existence of the corporation, see Estey Manuf'g Co. v. Runnels, 55 Mich. 130, 20 N.W. 823 (1884); Flueling v. Goeringer, 240 Mich. 372, 215 N.W. 294 (1927).