Breach of contract and fiduciary duty

[quincy]

I almost feel like I am communicating badly. i will try to simplify.

I gave $140,000 in resources to this individual in order that he use it to generate a down payment for me thus making a fiduciary relationship. I trusted him with X so that he could provide me with Y. he took that benefit for himself.

I signed a contract with him to accomplish a set and stated goal. His actions deliberately undermined that goal at every turn.

"In general, the duty of good faith and fair dealing means, for example, that parties cannot evade the spirit of the bargain, lack diligence or slack off, perform incorrectly on purpose, abuse their power when specifying the terms of a contract, or interfere with or fail to cooperate in the other party’s performance"

I understand. Fiduciary duty and breach of contract are what you arguing. Your contract terms (how the contract is worded) are important.

I can later provide cases for you to review with Michigan court discussion on fiduciary duty.

Good luck.

 

[Rbates74]

I would appreciate some cases to look at especially if any can be found dealing with an implied rather than a contractual duty.

I've tried to quote the relivent clauses word for word but part of the problem is that this was only supposed to be a temporary contract. In the contract was a clause that said we would sit down with a lawyer together and "legalize" it. But of course they refused.

I intend to move forward. i was just hoping for advice with wording, structure and possible counts to include in my complaint.

i understand that actually proving my case may be difficult especially Pro Se. But my only other option is capitulation.

 

[quincy]

I would appreciate some cases to look at especially if any can be found dealing with an implied rather than a contractual duty.

I've tried to quote the relivent clauses word for word but part of the problem is that this was only supposed to be a temporary contract. In the contract was a clause that said we would sit down with a lawyer together and "legalize" it. But of course they refused.

I intend to move forward. i was just hoping for advice with wording, structure and possible counts to include in my complaint.

i understand that actually proving my case may be difficult especially Pro Se. But my only other option is capitulation.

One case for you to read is Cavaliere v DRSN, where the claim was breach of contract and violation of MCL 450.4404(1): "A manager shall discharge the duties of manager in good faith, with the care an ordinarily prudent person would exercise under similar circumstances, and in a manner the manager reasonably believes to be in the best interests of the Limited Liability Corporation."

Cavaliere v. DRSN Associates, No 13-138079-CZ (Oakland Circuit Court, May 20, 2015):
https://courts.michigan.gov/opinions_orders/businesscourtsearch/BusinessCourtDocuments/C06-2013-13879-CZ (May 20, 2015).pdf
The link provided above may not work. I'll try to fix it later.

Also, Salvadore v. Connor, 87 Mich App 664, 675, 276 NW2d 458 (1978):

https://www.leagle.com/decision/197875187michapp6641669
I really recommend you seek out assistance from a lawyer in your area. You have invested a lot of money in the business of your competitor. You should invest a little more money in an attorney who can work with you to protect this investment.

Good luck.

 

[Rbates74]

I have a degenerative condition in my ankle preventing me from working. I Have $40 liquid and maybe $50,000 equity in remaining assets but I cant get a loan against them with no income. It has been a 4 year long battle since breaking my ankle on the job to get benefits from OWCP. In reality, I have been sent back to work until my ankle gives out and I fall creating new injuries and then i end up off work again for months waiting for the new claims to be approved. OWCP's official stance is.... "preventing possible future injury does not entitle a person to benefits"

I fear that this is the best that can be done.

There is no question that the seller owes a fiduciary duty to his LLC and no question he is in breach. The question would be:

1. if I as a buyer with a "land contract" have any standing to sue him for that breach

2.if I can claim a breach of implied fiduciary duty based on the sales agreement itself.

3. if "The duty of good faith and fair dealing is implied in every contract. The Restatement(Second) Contracts, Section 205 states: “Every contract imposes upon each party a duty of good faith and fair dealing in its performance and enforcement.” TheUniform Commercial Code (UCC) also imposes a duty of good faith"
Applies and by deliberately running the enterprise badly he is in breach of that duty and thus in breach of contract.

4. If as I assert the oral agreements that we had would be admissible because
(a)The parol evidence rule comes into play because they refused to complete the land contract that they had agreed to in writing that would have eliminated the ambiguity.
(b) If "Contra proferentem" applies as he drafted the contract and there are some uncertainties that we had solved orally that were supposed to be entered into the new contract that they refused to sign, pay for ect.

5. If failure to disclose debts and deliberately covering up broken equipment constitute fraud.

6. If refusal to sign a new land contract is itself a material breach.



And if there is any reason not to assert several of the most relevant from the above?

 

[HighwayMan]

You really need to sit down with an attorney, as you've been told.

 

[Rbates74]

You really need to sit down with an attorney, as you've been told.

Sure, find me one who will work for $40 or will take this case on contingency or is so expert at contract law that they can comprehend the situation and give me solid answers in a 15 minute consultation.

 

[quincy]

Sure, find me one who will work for $40 or will take this case on contingency or is so expert at contract law that they can comprehend the situation and give me solid answers in a 15 minute consultation.

You can try for free assistance at a law school/law school clinic.

In what Michigan county are you located?

 

[Rbates74]

I live in Kalamazoo (as do they) but work in Barry. I have made some inquiries about help, but the case is too complex and or I was over the income threshold last year.

 

[quincy]

I live in Kalamazoo (as do they) but work in Barry. I have made some inquiries about help, but the case is too complex and or I was over the income threshold last year.

The Kalamazoo County Bar Association (https://kalamazoobar.org) offers free walk-in Legal Outreach Clinics for low/moderate income people.

There are legal aid and pro bono services offered in Kalamazoo County. Here is a list: https://www.google.com/amp/s/www.justia.com/lawyers/michigan/kalamazoo-county/legal-aid-and-pro-bono-services?amp

Legal Aid of West Michigan: https://www.lawestmi.org/location/kalamazoo/

Pro Per Information:
https://www.kalcounty.com/courts/circuit/proper.htm
Good luck.