Opinion
No. 354091
11-18-2021
Davina GRADY, Plaintiff, and Livonia Care Pharmacy, LG Transportation & Management, Inc., and Northland Radiology, Inc., Intervening Plaintiffs, and Mercyland Health Services, PLLC, Intervening Plaintiff-Appellant, v. Steven Patrick WAMBACH and John P. O'Sullivan Distributing, Defendants, and Meemic Insurance Company, Defendant-Appellee.
Paul G. Valentino, JD, PC, Bloomfield Hills (by Paul G. Valentino ) for Mercyland Health Services PLLC. Secrest Wardle (by Sidney A. Klinger and Daniel T. Rizzo, Troy) for Meemic Insurance Company.
Paul G. Valentino, JD, PC, Bloomfield Hills (by Paul G. Valentino ) for Mercyland Health Services PLLC.
Secrest Wardle (by Sidney A. Klinger and Daniel T. Rizzo, Troy) for Meemic Insurance Company.
Before: Sawyer, P.J., and Cameron and Letica, JJ.
Cameron, J. In this first-party claim under the no-fault act, MCL 500.3101 et seq. , a medical provider treated an insured for her injuries and later sought reimbursement from defendant insurance company. Defendant insurer refused to pay personal protection insurance (PIP) benefits, and the provider sued. In the trial court, the insurer justified its refusal to pay PIP benefits because the medical provider was improperly owned by a person who does not hold a license to practice medicine in Michigan as required by MCL 450.4904(2) ; thus, the medical services were not "lawfully rendered" under the no-fault act. Ultimately, the trial court granted summary disposition in favor of insurer on this ground. Consistently with Miller v. Allstate Ins. Co. , 481 Mich. 601, 751 N.W.2d 463 (2008), and Sterling Hts. Pain Mgt., PLC v. Farm Bureau Gen. Ins. Co. of Mich. , 335 Mich.App. 245, 966 N.W.2d 456 (2020), we hold that defendant insurer lacks statutory standing to challenge the alleged improper formation of a Michigan professional limited liability company (PLLC). We therefore reverse and remand for further proceedings consistent with this opinion. I. BACKGROUND
Mercyland Health Services PLLC, provided medical treatment to Davina Grady after she was injured in a motor vehicle accident. Mercyland's sole member and manager, Dr. Mohammed Abraham, was not licensed to practice medicine in Michigan when Mercyland provided treatment to Grady. Grady's insurer, Meemic Insurance Company, refused to pay PIP benefits related to Mercyland's services and Grady filed suit. Mercyland obtained an assignment of rights from Grady, and Meemic filed an answer to the intervening complaint and generally denied liability.
Meemic later moved for summary disposition, arguing that Mercyland had not lawfully rendered treatment to Grady as required under MCL 500.3157. Specifically, Meemic argued that Mercyland had violated the Michigan Limited Liability Company Act (MLLCA), MCL 450.4101 et seq. , which requires that all members and managers of a PLLC be licensed to render the same professional service as the corporate entity, MCL 450.4904(2). Mercyland responded that Meemic did not have standing to challenge whether Mercyland was properly incorporated or organized and that all of the treatment rendered to Grady was provided by licensed physicians. Mercyland also argued that Meemic had waived any argument concerning Mercyland's corporate status by failing to raise it as an affirmative defense. The trial court granted summary disposition in favor of Meemic, concluding that MCL 450.4904 required Dr. Abraham to be licensed or otherwise legally authorized to practice medicine in Michigan in order for Mercyland's treatment of Grady to be "lawfully rendered." II. ANALYSIS
Mercyland argues that the trial court erred by granting summary disposition in favor of Meemic because, under Miller , Meemic lacks standing to challenge whether it is properly incorporated. We agree.
We review de novo a trial court's decision regarding a motion for summary disposition. Buhl v. Oak Park , 507 Mich. 236, 242, 968 N.W.2d 348 (2021).
When reviewing a motion brought under MCR 2.116(C)(10), a trial court considers affidavits, pleadings, depositions, admissions, and documentary evidence filed in the action or submitted by the parties in the light most favorable to the party opposing the motion. Summary disposition is appropriate when no genuine issues of material fact exist. A genuine issue of material fact exists when the record leaves open an issue upon which reasonable minds might differ. [ Id. (quotation marks and citations omitted).]
"Whether a party has standing is reviewed de novo as a question of law." Wilmington Savings Fund Society, FSB v. Clare , 323 Mich.App. 678, 684, 919 N.W.2d 420 (2018). Questions of statutory standing require analyzing the statutory language to determine legislative intent, and "[q]uestions of statutory interpretation are reviewed de novo." Miller , 481 Mich. at 606-607, 751 N.W.2d 463. "The primary rule of statutory construction is to effectuate the intent of the Legislature, and where the statutory language is clear and unambiguous, it is generally applied as written." Slocum v. Farm Bureau Gen. Ins. Co. of Mich. , 328 Mich.App. 626, 638, 939 N.W.2d 717 (2019) (quotation marks and citation omitted). In Miller , our Supreme Court recited the following relevant principles regarding standing:
Our constitution requires that a plaintiff possess standing before a court can exercise jurisdiction over that plaintiff's claim. This constitutional standing doctrine is longstanding and stems from the separation of powers in our constitution. Because the constitution limits the judiciary to the exercise of judicial power, the Legislature encroaches on the separation of powers when it attempts to grant standing to litigants who do not meet constitutional standing requirements.
Although the Legislature cannot expand beyond constitutional limits the class of persons who possess standing, the Legislature may permissibly limit the class of persons who may challenge a statutory violation. That is, a party that has constitutional standing may be precluded from enforcing a statutory provision, if the Legislature so provides. This doctrine has been referred to as a requirement that a party possess statutory standing. Statutory standing simply entails statutory interpretation: the question it asks is whether the Legislature has accorded this injured plaintiff the right to sue the defendant to redress his injury. [ Miller , 481 Mich. at 606-607, 751 N.W.2d 463 (quotation marks, citations, and brackets omitted).]
"The principle of statutory standing is jurisdictional; if a party lacks statutory standing, then the court generally lacks jurisdiction to entertain the proceeding or reach the merits." In re Beatrice Rottenberg Living Trust , 300 Mich.App. 339, 355, 833 N.W.2d 384 (2013).
Mercyland relies on Miller to argue that summary disposition in favor of Meemic was improper. In Miller , the insured underwent physical therapy at PT Works, Inc., after he was injured in two different motor vehicle accidents. Miller , 481 Mich. at 604, 751 N.W.2d 463. PT Works billed the insurance company, but the insurance company refused to pay. Id. at 605, 751 N.W.2d 463. After PT Works filed suit, the insurance company moved for summary disposition, alleging that it did not have to pay PIP benefits because PT Works was improperly incorporated under the Business Corporation Act (BCA), MCL 450.1101 et seq. Miller , 481 Mich. at 605, 751 N.W.2d 463. According to the insurance company, PT Works was required to incorporate under the Professional Services Corporations Act, MCL 450.221 et seq. , replaced by 2012 PA 569. Miller , 481 Mich. at 605, 751 N.W.2d 463. The trial court denied the insurance company's motion for summary disposition on the basis of its determination that PT Works was not a professional services corporation and therefore could incorporate under the BCA. Id.
Ultimately, the matter reached our Supreme Court, which concluded that the relevant question was whether the BCA granted the insurance company statutory standing to challenge PT Works's corporate status. Id. at 610, 751 N.W.2d 463. The Miller Court noted that MCL 450.1221 of the BCA provides the following: "The corporate existence shall begin on the effective date of the articles of incorporation .... Filing is conclusive evidence that ... the corporation has been formed under [the BCA], except in an action or special proceeding by the attorney general." MCL 450.1221 ; Miller , 481 Mich. at 610, 751 N.W.2d 463. The Court held that, "[b]y naming only the Attorney General ..., the Legislature has indicated that the Attorney General alone has the authority to challenge corporate status[.]" Id. at 611, 751 N.W.2d 463. "In essence, MCL 450.1221 prevents any person—other than the Attorney General—from bringing any challenge to corporate status under the BCA: every such challenge would be doomed to failure, because the mere filing of articles of incorporation constitutes ‘conclusive evidence’ of the corporation's legality." Id. at 611-612, 751 N.W.2d 463. Thus, the Miller Court held that the insurance company lacked the requisite "statutory standing to assert that PT Works was improperly incorporated[.]" Id. at 616, 751 N.W.2d 463. The Miller Court further held that because the insurance company was barred from bringing an original suit against PT Works, "it would be illogical" to permit the insurance company to challenge PT Works's incorporation as an affirmative defense. Id. at 610, 751 N.W.2d 463 n.5.
Mercyland argues that under Miller ’s holding, Meemic lacks standing to challenge whether Mercyland is in compliance with the MLLCA. Meemic counters that Miller is inapplicable because it is not challenging Mercyland's corporate status. Instead, Meemic argues that the MLLCA requires that all members and managers of a PLLC must be licensed and, because Mercyland's sole member is not licensed to practice medicine in Michigan, any treatment rendered by Mercyland was not lawfully rendered under the no-fault act. This identical argument was recently addressed and rejected by this Court in Sterling Heights Pain Mgt. , 335 Mich.App. at 247-253, 966 N.W.2d 456.
In Sterling Heights Pain Mgt. , the insured was injured in a motor vehicle accident and received services from the provider. Id. at 248, 966 N.W.2d 456. The provider filed suit after the insurer refused to pay PIP benefits. Id. The insurer moved for summary disposition, arguing that the provider had "violated the MLLCA's requirement that all members and managers of a [PLLC] be licensed to render the same professional service as the corporate entity." Id. , citing MCL 450.4904(2). In response, the provider "argued that [the insurer] did not have standing to challenge whether [the provider] was properly incorporated or organized and that all treatment rendered to [the insured] was performed by licensed physicians." Id. After the trial court granted summary disposition in favor of the insurer, the provider appealed and argued that, under Miller , the insurance company lacked statutory standing to challenge its formation. Id. at 250, 966 N.W.2d 456. This Court agreed because
[t]he MLLCA contains a provision that is identical to the one relied on in Miller . MCL 450.4202(2) provides in part:
Filing is conclusive evidence that all conditions precedent required to be performed under this act are fulfilled and that the company is formed under this act, except in an action or special proceeding by the attorney general.
The filing of the required documents of incorporation was conclusive evidence that plaintiff met the conditions precedent for formation of a [PLLC], including the requirement that all members and managers be licensed persons. Only the Attorney General has standing to contest that presumption. Therefore, although the alleged incorporation defect is different than the one alleged in Miller , [the] defendant lacks statutory standing for the reasons stated in that
opinion. [ Id. at 251-252, 966 N.W.2d 456.]
We conclude that, like the insurer in Sterling Heights Pain Mgt. , Meemic does not have standing to assert an affirmative defense that challenges Mercyland's formation under the MLLCA. As noted by our Supreme Court in Miller ,
Michigan courts have long held that the state possesses the sole authority to question whether a corporation has been properly incorporated under the relevant law.
* * *
Indeed, if the legality of every Michigan corporation were subject to continual assault by any person, it would be difficult to see how a stable economic climate could ever exist. Relevant to this case, no insured person could obtain medical treatment without undertaking a laborious inquiry into whether the entity providing treatment has complied with every applicable corporate statute and
regulation. Whether an insured person could obtain benefits would largely depend on the ingenuity of lawyers in ferreting out aspects of corporate non-compliance with applicable statutes. However, the Legislature has deemed it fit that residents of Michigan may depend on the corporate status of any corporation formed under the BCA and approved by the state, and we do nothing more here than enforce that policy decision—a decision rooted in relevant statutes and in longstanding judicial practice. [ Miller , 481 Mich. at 615-616, 751 N.W.2d 463.]
Meemic and the dissent assert that the issue is not whether Meemic has standing to assert its affirmative defense. Instead, they assert Mercyland's medical services to Grady were not "lawfully rendered" because of Mercyland's improper corporate formation. By reframing the issue on appeal, Meemic and the dissent would extend this Court's holding in Healing Place at North Oakland Med. Ctr. v. Allstate Ins. Co. , 277 Mich.App. 51, 744 N.W.2d 174 (2007), to affirm summary disposition. But in Healing Place , the insurer unquestionably had standing to defend its refusal to pay PIP benefits when neither the provider nor the medical institution were properly licensed to perform the services rendered. Id. at 59, 744 N.W.2d 174. But this is not the case here where the individuals who provided treatment to Grady were properly licensed. Nor is the issue, as the dissent argues, whether Mercyland itself was properly licensed. Indeed, Meemic did not even argue that Mercyland was required to be licensed to provide certain services or that the individuals who provided Grady with medical care were not licensed to render the services provided. Simply put, the dissent puts the cart before the horse when it reaches the merits of Meemic's affirmative defense, which depends on a successful attack on the corporate formation of Mercyland, without first answering the threshold question of whether Meemic has standing to assert it. We therefore conclude that Meemic's arguments must fail under Miller and Sterling Heights Pain Mgt. , which hold that the Attorney General alone has standing to challenge incorporation defects.
Although Meemic argues that "as the sole member and manager of Mercyland, [Dr. Abraham] is in a real sense the institution," Meemic stops short of arguing that Mercyland is required to be licensed. Moreover, Meemic's attempt to blend the identities of Mercyland and Dr. Abraham is unpersuasive.
In sum, we conclude that the trial court erred by considering the merits of Meemic's affirmative defense and by granting summary disposition in favor of Meemic. See Miller , 481 Mich. at 608, 751 N.W.2d 463 ; Sterling Heights Pain Mgt. , 335 Mich.App. at 252, 966 N.W.2d 456. Because Meemic lacks standing to challenge Mercyland's alleged improper formation, it would be improper for us to consider whether the alleged violation of the MLLCA rendered Mercyland's treatment to Grady unlawful. See Jawad A. Shah, M.D., PC v. State Farm Mut. Auto. Ins. Co. , 324 Mich.App. 182, 201, 920 N.W.2d 148 (2018) (noting that this Court generally does not decide moot issues). We also need not consider whether Meemic waived an affirmative defense as to whether the services provided by Mercyland were unlawful and whether the trial court erred by declining to grant summary disposition in favor of Mercyland under MCR 2.116(I)(2). Reversed and remanded for further proceedings consistent with this opinion. We do not retain jurisdiction.
Before oral argument on the motion for summary disposition, Meemic filed amended affirmative defenses, including a new defense that the services provided by Mercyland were unlawful. Meemic did so without leave of the trial court. At oral argument, the trial court concluded that, if Meemic had filed a motion for leave to amend the affirmative defenses, the motion would have been granted.
Letica, J., concurred with Cameron, J.
Sawyer, P.J. (dissenting).
I respectfully dissent.
The majority erroneously views this case as simply presenting a question of standing. Rather, the essential question presented is whether the fact that Mercyland Health Services PLLC's sole member and manager, Mohammed Abraham, is not licensed to practice medicine in Michigan precludes Mercyland from lawfully rendering medical services, a requirement under the no-fault act.
MCL 500.3101 et seq.
I find that the case relied upon by the majority and Mercyland, Miller v. Allstate Ins. Co. , is not controlling. In Miller , the insurer, Allstate, argued that it was not obligated to pay no-fault benefits to the medical provider, PT Works, because the treatment provided by PT Works to the insured had not been lawfully rendered under the no-fault act. Allstate asserted that PT Works had incorrectly incorporated under the Business Corporation Act (BCA) rather than under the Professional Services Corporations Act.
481 Mich. 601, 751 N.W.2d 463 (2008).
Mercyland also relies on a number of unpublished decisions of this Court. Not only do those decisions lack precedential value, MCR 7.215(C)(1), but they also rely on this Court's decision in Miller, which the Supreme Court's decision vacated. Moreover, I find those cases distinguishable from the case before us for the same reason that I find the decision in Miller itself distinguishable.
MCL 450.1101 et seq.
Former MCL 450.221 et seq ., repealed by 2012 PA 569; Miller , 481 Mich. at 605, 751 N.W.2d 463.
The Supreme Court in Miller determined that Allstate lacked standing to challenge the corporate status of PT Works:
Id. at 610-611, 751 N.W.2d 463.
Here, the initial question is whether defendant Allstate may challenge the incorporation of PT Works under the BCA. Because the relevant question is whether the BCA authorizes defendant to make such a challenge, the issue presented is properly characterized as one of statutory standing.
MCL 450.1221 of the BCA states:
The corporate existence shall begin on the effective date of the articles of incorporation as provided in [ MCL 450.1131 ]. Filing is conclusive evidence that all conditions precedent required to be performed under this act have been fulfilled and that the corporation has been formed under this act, except in an action or special proceeding by the attorney general.
This statute indicates that once articles of incorporation under the BCA have been filed, such filing constitutes "conclusive evidence" that (1) all the requirements for complying with the BCA have been fulfilled and (2) the corporation has actually been formed in compliance with the BCA. Thus, the statute generally creates an irrebuttable presumption of proper incorporation once the articles of incorporation have been filed. The statute then creates a single exception to this general rule by granting the Attorney General the sole authority to challenge whether a corporation has been properly incorporated under the BCA. That is, only the Attorney General is not affected by the irrebuttable presumption in favor of legality.
By naming only the Attorney General in this respect, the Legislature has indicated that the Attorney General alone has the authority to challenge corporate status, under the principle expressio unius est exclusio alterius, that is, "the expression of one thing is the exclusion of another." Miller v. Chapman Contracting, 477 Mich. 102, 108 n.1, 730 N.W.2d 462 (2007). Thus, the filing of the articles of incorporation serves as "conclusive evidence" that PT Works has been properly formed, and this Court cannot, under the terms of MCL 450.1221, conclude otherwise, except as a consequence of a suit brought by the Attorney General.
Mercyland points to MCL 450.4202(2) of the Michigan Limited Liability Company Act (MLLCA ) that similarly vests in the Attorney General the authority to challenge whether an LLC has been properly formed. This Court extended the Miller analysis to professional limited liability companies (PLLCs) in Sterling Hts. Pain Mgt., PLC v. Farm Bureau Gen. Ins. Co. of Mich.
MCL 450.4101 et seq .
335 Mich.App. 245, 966 N.W.2d 456 (2020). That opinion, however, also erroneously focused on the standing question rather than the true issue raised, i.e., whether failure to comply with the licensing requirement of the MLLCA by members of a PLLC prevented the PLLC's services from being lawfully rendered.
Nonetheless, there is an important additional factor present in the case before us, namely, the requirement of MCL 450.4904(2) that all members and managers of the PLLC be licensed in the state of Michigan. This creates an additional licensing requirement that was not at issue in Miller nor addressed in Sterling Hts. That is, ultimately, Meemic Insurance Company's argument does not attack Mercyland's status as a PLLC in the same way that the insurer in Miller attacked the corporate status of the provider. Rather, Meemic's argument more directly focuses on a requirement that members and managers of PLLCs that provide services under the Public Health Code must themselves be individually licensed to provide those services.
MCL 333.1101 et seq.
Two statutes are relevant to the resolution of this case. The first is a provision of the no-fault act. MCL 500.3157(1), at the time relevant to this case, provided, in pertinent part, as follows:
MCL 500.3157, as enacted by 1972 PA 294. This provision was amended by 2019 PA 21, effective June 11, 2019, but still includes the requirement of "lawfully rendering treatment."
A physician, hospital, clinic or other person or institution lawfully rendering treatment to an injured person for an accidental bodily injury covered by personal protection insurance, and a person or institution providing rehabilitative occupational training following the injury, may charge a reasonable amount for the products, services and accommodations rendered. [Emphasis added.]
The second statute is MCL 450.4904 of the MLLCA:
(1) Except as provided in this section or otherwise prohibited, a professional limited liability company may render 1 or more professional services, and each member and manager must be a licensed person in 1 or more of the professional services rendered by the company.
(2) Except as provided in subsection (3) or (4), if a professional limited liability company renders a professional service that is included within the public health code, 1978 PA 368, MCL 333.1101 to 333.25211, then all members and managers of the company must be licensed or legally authorized in this state to render the same professional service.
(3) One or more individuals licensed to engage in the practice of medicine under part 170, the practice of osteopathic medicine and surgery under part 175, or the practice of podiatric medicine and surgery under part 180 of article 15 of the public health code, 1978 PA 368,
MCL 333.16101 to 333.18838, may organize a professional liability company under this article with 1 or more other individuals licensed to engage in the practice of medicine under part 170, the practice of osteopathic medicine and surgery under part 175, or the practice of podiatric medicine and surgery under part 180 of article 15 of the public health code, 1978 PA 368, MCL 333.16101 to 333.18838.
(4) Subject to section 17048 of the public health code, 1978 PA 368, MCL 333.17048, 1 or more individuals licensed to engage in the practice of medicine under part 170, the practice of osteopathic medicine and surgery under part 175, or the practice of podiatric medicine and surgery under part 180 of article 15 of the public health code, 1978 PA 368, MCL 333.16101 to 333.18838, may organize a professional limited liability company under this article with 1 or more physician's assistants licensed under article 15 of the public health code, 1978 PA 368, MCL 333.16101 to 333.18838. Beginning on July 19, 2010, 1 or more physician's assistants may not organize a professional limited liability company under this act that will have only physician's assistants as members.
(5) A licensed person of another jurisdiction may become a member, manager, employee, or agent of a professional limited liability company, but shall not render any professional services in this state until the person is licensed or otherwise legally authorized to render the professional service in this state.
(6) A limited liability company may engage in the practice of architecture, professional engineering, or professional surveying in this state if not less than 2/3 of the members or managers of the limited liability company are licensed in this state to render 1 or more of the professional services offered. A professional limited liability company organized under this article may engage in the practice of architecture, professional engineering, or professional surveying in this state if all of the members and managers of the professional limited liability
company organized under this article are licensed in this state to render 1 or more of the professional services offered.
(7) A professional limited liability company organized under this article may engage in the practice of public accounting, as defined in section 720 of the occupational code, 1980 PA 299, MCL 339.720, in this state if more than 50% of the equity and voting rights of the professional limited liability company are held directly or beneficially by individuals who are licensed or otherwise authorized to engage in the practice of public accounting under article 7 of the occupational code, 1980 PA 299, MCL 339.720 to 339.736.
Resolution of this case depends on how Subsections (2) and (5) interact with each other. Subsection (2) clearly provides that, for a PLLC that renders services under the Public Health Code, such as Mercyland, "all members and managers of the company must be licensed or legally authorized in this state to render the same professional service." This provision creates two requirements: (1) that all members must be licensed to render the same professional service and (2) that all members are licensed in this state. Because Abraham is not licensed in this state, Mercyland does not fulfill this requirement.
Subsections (3) and (4) do allow certain health professions in different disciplines to join together.
Mercyland maintains that, because Abraham is licensed in another jurisdiction and does not provide services to patients in Michigan, Subsection (5) allows him to be a member and manager of Mercyland. Subsection (5) does allow a "licensed person of another jurisdiction" to become a member or manager of a PLLC provided that they do not render professional services in Michigan until they become licensed in Michigan. But, as explained below, I do not find Mercyland's argument compelling.
Our decision in Healing Place at North Oakland Med. Ctr. v. Allstate Ins. Co. , supports Meemic's position that services are not compensable if they were not legally rendered. In that case, the services were not legally rendered because the providers were required to be licensed but were not. In this case, it is not a question of Mercyland's licensure, but the licensure status of its sole member and manager.
277 Mich.App. 51, 744 N.W.2d 174 (2007).
Id. at 58, 744 N.W.2d 174.
Id.
While the issue in Healing Place was that the providers, rather than the members, were not licensed, this Court noted that if both the individual rendering the service and the institution of which the individual was an agent were required to be licensed and either one was not licensed, then the service was not been lawfully rendered. And, as noted above, the MLLCA requires that the members and managers of a PLLC that renders services under the Public Health Code be licensed. Moreover, MCL 450.4201 requires compliance with MCL 450.4904 : "A limited liability company formed to provide services in a learned profession, or more than 1 learned profession, shall comply with article 9."
Id. at 60, 744 N.W.2d 174.
Article 9 runs from MCL 450.4901 to MCL 450.4910.
The same principle that this Court applied in Healing Place also applies here, albeit in a slightly different context: when licensure is required, a lack of such licensure means that the service was not legally rendered. In Healing Place , the providers were not licensed as required by law. Here, the member and manager of the PLLC lacks a Michigan license. Moreover, in Healing Place , this Court specifically considered and rejected the applicability of Miller , concluding that the question at issue was different than merely considering whether there were defects in the formation of the corporation. The same is true here; we are not merely dealing with a potential defect in the formation of the PLLC. Simply put, this case does not present an issue of standing to challenge the formation of the PLLC because that is not the issue presented. The issue that must be addressed concerns the licensing requirement of a member and manager of a PLLC.
277 Mich.App.at 61, 744 N.W.2d 174.
So, it must be determined whether it is required that Abraham, the sole member and manager, be licensed in Michigan or whether being licensed in a foreign jurisdiction is sufficient. I conclude that MCL 450.4904 requires that all members and managers of a PLLC that renders services under the Public Health Code be licensed in the state of Michigan. Moreover, any such PLLC that includes a member or manager not licensed in Michigan is not lawfully rendering services.
This issue involves how Subsection (2) and Subsection (5) of MCL 450.4904 interact. I begin by looking to the relevant principles of statutory construction. First, when a specific provision in a statute is inconsistent with a more general provision, the specific provision controls. Second, we do not give an interpretation that would render any language in the statute to be mere surplusage.
Miller , 481 Mich. at 613, 751 N.W.2d 463.
Healing Place , 277 Mich.App.at 59, 744 N.W.2d 174.
With respect to the first rule, if the PLLC renders services under the Public Health Code, MCL 450.4904(2) specifically requires that "all members and managers of the company must be licensed or legally authorized in this state to render the same professional service." This is a very specific provision. On the other hand, MCL 450.4904(5) generally provides that a professional licensed in another jurisdiction may become a member or manager of a PLLC. Because the specific provision of Subsection (2) is in conflict with the general provision of Subsection (5), the requirement of Subsection (2) must control.
The second rule of statutory construction further supports this interpretation. If we were to interpret Subsection (5) as holding that all professionals licensed in another jurisdiction may become a member or manager of a Michigan PLLC without also being licensed in Michigan, it would render the requirement of Subsection (2) meaningless. That is, if Subsection (5) grants the right of all foreign-licensed professionals to be members and managers of any Michigan PLLC, then the requirement of Subsection (2) that "all members and managers of the company must be licensed or legally authorized in this state to render the same professional service" would have no meaning.
The only logical construction of the statute that is consistent with these principles of statutory interpretation is that the Legislature, while generally intending to allow professionals licensed in other jurisdictions to become members and managers of a Michigan PLLC, specifically decided that it did not want this to be the case when the profession involved fell under the Public Health Code. Indeed, this conclusion is further supported by a third principle of statutory construction, expressio unius est exclusio alterius , i.e., the express mention of one thing excludes another thing. MCL 450.4904(3) and (4) expressly set forth which health professionals from different healthcare disciplines may jointly form a PLLC, with specific references to the provisions of Michigan law under which they must be licensed. The Legislature clearly focused on which health professionals, and in what combinations, could form PLLCs, and further emphasized the need for Michigan licensure. It is clear to me that if the Legislature wanted to allow health professionals from foreign jurisdictions to become members and managers of a Michigan PLLC, it would have specifically included that. I can only conclude that the Legislature intentionally decided to exclude such foreign-licensed health professionals.
Miller , 481 Mich. at 611, 751 N.W.2d 463.
Specifically, doctors of medicine, osteopathy, and podiatry, along with physician's assistants.
In conclusion, this case does not present a question of standing to challenge the formation of the PLLC. Rather, it presents an issue of the licensing requirements imposed upon members and managers of healthcare PLLCs in order for the PLLC to lawfully render services. I interpret MCL 450.4904 as requiring the members and managers of PLLCs that provide services under the Public Health Code to be licensed in the state of Michigan. The failure to have such licensure results in the services provided by the PLLC not being lawfully rendered. And that means that services provided by such PLLCs are not subject to reimbursement under the no-fault act because of the limitation contained in MCL 500.3157. Accordingly, the trial court properly granted summary disposition in favor of Meemic.
I would affirm.