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STATE OF MICHIGAN COURT OF APPEALS

STACEY RILEY, Plaintiff-Appellant, v ROBERT ENNIS, Defendant-Appellee.

UNPUBLISHED February 25, 2010

No. 290510 Genesee Circuit Court LC No. 08-090154-CL

Before: Fitzgerald, P.J., and Cavanagh and Davis, JJ. PER CURIAM. Plaintiff appeals as of right from the trial court's order granting defendant's motion for summary disposition pursuant to MCR 2.116(C)(7) and dismissing her discrimination claim against defendant under the Michigan Civil Rights Act (CRA), MCL 37.2101 et seq., based on an arbitration agreement. We reverse. This appeal has been decided without oral argument pursuant to MCR 7.214(E). We review de novo a trial court's summary disposition ruling and whether an issue is subject to arbitration. Rooyakker & Sitz, PLLC v Plante & Moran, PLLC, 276 Mich App 146, 152; 742 NW2d 409 (2007). Summary disposition may be granted under MCR 2.116(C)(7) when a claim is barred because of an agreement to arbitrate. In reviewing a motion under MCR 2.116(C)(7), the contents of the plaintiff's complaint are accepted as true unless contradicted by documentary evidence filed or submitted by the parties. RDM Holdings, LTD v Continental Plastics Co, 281 Mich App 678, 687; 762 NW2d 529 (2008). When deciding a motion for summary disposition, a court may determine the meaning of a contract only if its terms are not ambiguous. D'Avanzo v Wise & Marsac, PC, 223 Mich App 314, 319; 565 NW2d 915 (1997). A contract is ambiguous if two provisions irreconcilably conflict or a term is equally susceptible to more than one meaning. Coates v Bastian Bros, Inc, 276 Mich App 498, 503; 741 NW2d 539 (2007). If a factual dispute exists, summary disposition is not appropriate. RDM Holdings, LTD, 281 Mich App at 687. An arbitration agreement is a matter of contract under Michigan law. Rembert v Ryan's Family Steak Houses, Inc, 235 Mich App 118, 156; 596 NW2d 208 (1999). Here, the arbitration provision is contained in an employment contract, and it is clear from the terms of the agreement that the only parties to the contract are the Ennis Center for Children, Inc., ("Ennis Center"), and plaintiff. The employment contract defines the Ennis Center as "the Agency," and provides, in pertinent part: -1-

The employee and the Agency agree that if the employee has any dispute with the Agency concerning his/her employment or termination of employment (including any allegation of breach of contract or discrimination), such dispute shall be submitted to arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. . . . [Emphasis added.] Although defendant signed the employment contract, the contract specifies that he did so "For the Agency." It is well settled that a corporation can only act through its officers and agents. Oakland Co v Allen, 295 Mich 61, 74; 294 NW 98 (1940). "A characteristic of an agent is that he is a business representative. His function is to bring about, modify, accept performance of, or terminate contractual obligations between his principal and third parties." Uniprop, Inc v Morganroth, 260 Mich App 442, 448; 678 NW2d 638 (2004). "Unless otherwise agreed, a person making or purporting to make a contract with another as agent for a disclosed principal does not become a party to the contract." Riddle v Lacey & Jones, 135 Mich App 241, 246; 351 NW2d 916 (1984), quoting 2 Restatement Agency, 2d,

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