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STATE OF MICHIGAN
COURT OF APPEALS


JOSEPH LOZOWSKI, Plaintiff-Appellant, v ELISE M. BENEDICT and WILLIAM GRAY, Defendants-Appellees.

UNPUBLISHED February 7, 2006

No. 257219 Oakland Circuit Court LC No. 04-055419-CZ

Before: Davis, P.J., and Fitzgerald and Cooper, JJ. PER CURIAM. Plaintiffs and defendants formerly held all shares of a now-dissolved closely held corporation. Plaintiff brought this action against defendants, alleging claims for minority shareholder oppression, breach of fiduciary duty and breach of contract, and requesting monetary damages, an accounting and injunctive relief. Plaintiff appeals as of right from the circuit court's order granting defendants summary disposition pursuant to MCR 2.116(C)(5), (7) and (8). We affirm in part, reverse in part and remand. The circuit court granted summary disposition in part under MCR 2.116(C)(5), on the basis of its determination that plaintiff's claims were derivative to those of the corporation and should have been brought as a shareholder derivative action, rather than by plaintiff in his individual capacity. Plaintiff insists that he lacked standing to file a shareholder derivative action because the corporation had dissolved before he filed suit. Whether a party has standing to sue constitutes a legal question subject to de novo review. Crawford v Dep't of Civil Service, 466 Mich 250, 255; 645 NW2d 6 (2002). We also consider de novo the circuit court's summary disposition ruling. Allen v Keating, 205 Mich App 560, 562; 517 NW2d 830 (1994). "In reviewing a grant of a motion for summary disposition pursuant to MCR 2.116(C)(5), we must consider the pleadings, depositions, admissions, affidavits, and other documentary evidence submitted by the parties." Rohde v Ann Arbor Pub Schools, 265 Mich App 702, 705; 698 NW2d 402 (2005). According to MCL 450.1492a, to commence or maintain a shareholder derivative action, a shareholder must have been a shareholder "at the time of the act or omission complained of," subsection 492a(a), and must remain a shareholder "until the time of judgment." Subsection 492a(c). Although plaintiff maintains that he could not have brought this suit as a shareholder derivative action because the corporation had dissolved in April 2003, MCL 450.1834 -1-


contemplates that "a dissolved corporation, its officers, directors and shareholders shall continue to function in the same manner as if dissolution had not occurred." Subsection 834(e) also allows a dissolved corporation to "sue and be sued in its corporate name . . . in the same manner as if dissolution had not occurred." We strive to read these potentially conflicting provisions harmoniously and, if unambiguous, apply the statutes as written.1 Nowell v Titan Ins Co, 466 Mich 478, 482; 648 NW2d 157 (2002). Having carefully considered the clear and unambiguous language of

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