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Michigan Supreme Court Lansing, Michigan

Opinion
WILLIAM MILLER, Plaintiff-Appellee, v ALLSTATE INSURANCE COMPANY, Defendant/Cross-Defendant-Appellant, and PT WORKS, INC., Cross-Plaintiff-Appellee. _______________________________ WILLIAM MILLER, Plaintiff-Appellee, v ALLSTATE INSURANCE COMPANY Defendant/Cross-Defendant-Appellee, and PT WORKS, INC., Cross-Plaintiff-Appellant. _______________________________

Chief Justice:

Justices:

Clifford W. Taylor

Michael F. Cavanagh Elizabeth A. Weaver Marilyn Kelly Maura D. Corrigan Robert P. Young, Jr. Stephen J. Markman

FILED JULY 2, 2008

No. 134393

No. 134406

BEFORE THE ENTIRE BENCH MARKMAN, J. We granted leave to appeal to consider: (1) whether plaintiff corporation was improperly incorporated under the Business Corporations Act (BCA), MCL 450.1101 et seq.; and, if so, (2) whether an improperly incorporated entity rendering physical therapy treatment has "lawfully" rendered such treatment under MCL 500.3157. However, because defendant insurance company lacks statutory standing to challenge plaintiff's corporate status under MCL 450.1221, which grants the power to challenge corporate status solely to the Attorney General, the above questions are not properly before us. Accordingly, we affirm the judgment of the Court of Appeals in plaintiff's favor, albeit on alternative grounds, and we remand to the trial court for further proceedings. I. FACTS AND PROCEDURAL HISTORY William Miller was injured in separate car accidents on February 27, 2002, and September 13, 2002.1 Miller was diagnosed with whiplash; his doctor

prescribed physical therapy, and referred Miller to plaintiff PT Works, Inc. Miller was treated by PT Works from April 2, 2003, through August 28, 2003, incurring a bill for $29,150.

Although William Miller is the named plaintiff in this case, he is no longer involved in the litigation; hence, all references to "plaintiff" are to crossplaintiff PT Works, Inc., and all references to "defendant" are to cross-defendant Allstate Insurance Company.

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Miller was insured with defendant Allstate Insurance Company (Allstate). PT Works billed Allstate for $29,150, but Allstate refused to pay. Miller then filed this lawsuit against Allstate for no-fault benefits, and subsequently assigned his claim to PT Works, who then filed a claim against Allstate as cross-plaintiff. Allstate moved for summary disposition, arguing that PT Works was unlawfully incorporated under the BCA, because PT Works was required to incorporate under the Professional Services Corporations Act (PSCA), MCL 450.221 et seq. Allstate argued that, because it was obligated to pay no-fault benefits only for treatment "lawfully" rendered, MCL 500.3157, PT Works could not recover no-fault benefits if it was unlawfully incorporated. The trial court denied Allstate's motion, concluding that physical therapy did not constitute "professional services" under the PSCA, and hence PT Works could incorporate under the BCA. Allstate appealed, and the Court of Appeals affirmed. Miller v Allstate Ins Co, 272 Mich App 284; 726 NW2d 54 (2006). The Court of Appeals held that, regardless of whether PT Works was lawfully incorporated under the BCA, the treatment rendered to Miller was "lawful" under MCL 500.3157 because it was rendered by properly licensed physical therapists. Id. at 286-287. Allstate then filed an application for leave to appeal with this Court, and, in lieu of granting leave, we vacated the initial Court of Appeals judgment and remanded to the Court of Appeals to consider whether PT Works was lawfully

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incorporated and, if PT Works was unlawfully incorporated, to reconsider whether treatment was lawfully rendered. 477 Mich 1062 (2007). On remand, the Court of Appeals again affirmed the trial court's denial of summary disposition. Miller v Allstate Ins Co (On Remand), 275 Mich App 649; 739 NW2d 675 (2007). The Court of Appeals held that PT Works could have incorporated under the PSCA, and thus was unlawfully incorporated under the BCA, citing MCL 450.1251(1).2 Id. at 654. In particular, the Court of Appeals noted that physical therapy constituted a personal service to the public, and required a license under Michigan law. Id. However, the Court of Appeals adopted its prior analysis and concluded that the improper incorporation under the BCA did not render the treatment "unlawful" under MCL 500.3157. Id. at 655658. PT Works appealed the decision of the Court of Appeals that it was unlawfully incorporated. In a separate application, Allstate appealed the decision of the Court of Appeals that, despite the unlawful incorporation, the treatment was "lawfully rendered." This Court granted both applications for leave to appeal. 480 Mich 938 (2007).

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MCL 450.1251(1) of the BCA states:

A corporation may be formed under this act for any lawful purpose, except to engage in a business for which a corporation may be formed under any other statute of this state unless that statute permits formation under this act.

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II. STANDARD OF REVIEW
Questions of statutory interpretation are reviewed de novo. Traverse City, 479 Mich 180, 186; 735 NW2d 628 (2007). III. ANALYSIS Our constitution requires that a plaintiff possess standing before a court can exercise jurisdiction over that plaintiff's claim. Rohde v Ann Arbor Public Lash v

Schools, 479 Mich 336, 346; 737 NW2d 158 (2007). This constitutional standing doctrine is longstanding and stems from the separation of powers in our constitution. Nat'l Wildlife Federation v Cleveland Cliffs Iron Co, 471 Mich 608, 612; 684 NW2d 800 (2004). Because the constitution limits the judiciary to the exercise of "judicial power," Const 1963, art 6,

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Michigan Law