STATE OF MICHIGAN
IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND
BUSINESS COURT
EXCELLENT MANAGEMENT, LLC,
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Plaintiff,
Case No. 20-183869-CB
v Hon. Michael Warren
DIVERSIFIED REHAB SERVICES, LLC,
d/b/a GREENFIELD REHAB AND
NURSING CENTER,
Defendant.
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FINDINGS OF FACT, CONCLUSIONS OF LAW, AND JUDGMENT
At a session of said Court, held in the
County of Oakland, State of Michigan
December 17, 2021
PRESENT: HON. MICHAEL WARREN
_____________________________________________________________________________/
INTRODUCTION
Plaintiff Excellent Management, LLC (“Excellent”) provided laundry and
transportation services to Defendant Diversified Rehab, LLC, d/b/a Greenfield Rehab
and Nursing Center (“Greenfield”). In its Complaint, Excellent alleges that Greenfield
inappropriately cut-off payments for services due and owing.
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The Court recently conducted a bench trial over this matter, and accordingly issues these Findings of Fact,
Conclusions of Law, and Judgment. Per the Plaintiff’s request in its trial brief, and hearing no objection, the
case name is hereby modified to reflect the accurate name of the Plaintiff, Excellent Management Services,
LLC.
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FINDINGS OF FACT
The Court makes the following General Findings of Fact regarding the credibility,
demeanor, veracity, vocal tone and expression, tonality, and honesty of the two major
witnesses in this case and the exhibits before it:
Sara Aljajawi. Her testimony was forthright, authentic, genuine, well
grounded, consistent, and well-reasoned. Her testimony is afforded great
weight.
Rajan Patel. His testimony in this case was completely incredible. His
testimony is afforded no weight.
The Court makes the following Specific Findings of Fact by clear and convincing
evidence:
Excellent provided genuine, authentic laundry and transportation
services to Greenfield for several years pursuant to an agreement between
the two parties. The parties to the agreement were competent, there was
legal consideration, and mutuality of agreement and obligation.
The parties established a practice by which Excellent would perform the
services, Excellent would bill Greenfield on a monthly basis, and Greenfield
would pay for those services on a monthly basis. The monthly rate was
agreed upon for several years.
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The sole current owner of Excellent is Sara Aljajawi.
Sara Aljajawi is the adult child of Vaira and Ameri Aljajawi. When a
dispute unrelated to Excellent’s services erupted between Vaira Aljajawi
and Greenfield (under the direction of Rajan Patel), Greenfield, under Rajan
Patel’s direction, vindictively retaliated by terminating Excellent’s services
and refusing to pay a total of $53,300 for services previously rendered by
Excellent in May, June, July, and August of 2019. All of those services were
billed without objection. Greenfield never credibly challenged that the
services were provided or that $53,300 was due and owing.
The last billing that was left unpaid was invoiced on September 9, 2019,
and such payment in the normal course would have been paid no later than
October 9, 2019.
CONCLUSIONS OF LAW
I
A
The Law Regarding Breach of Contract
“A party asserting a breach of contract must establish that (1) there was a contract
(2) which the other party breached (3) thereby resulting in damages to the party claiming
the breach.” Miller-Davis Co v Ahrens Const, Inc, 495 Mich 161, 178 (2014). The essential
elements for the formation of a contract are “parties competent to contract, a proper
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subject matter, a legal consideration, mutuality of agreement and mutuality of
obligation.” McInerney v Detroit Trust Co, 279 Mich 42, 46 (1937). Quoting Blackstone, the
Court in McInerney, 279 Mich at 46, explained that “‘a contract is an agreement, upon a
sufficient consideration, to do or not to do a particular thing.’” Id., quoting 2 Blackstone’s
Commentaries, p 442.
B
Application of Law to Facts
Excellent provided the laundry and transportation services pursuant to an
agreement between the parties. Greenfield breached the agreement by not paying
Excellent for services previously performed, resulting in damages of $53,300. There are
no defenses to the breach of contract.
II
A
The Law Regarding Account Stated
“An account stated is ‘a contract based on assent to an agreed balance, and it is an
evidentiary admission by the parties of the facts asserted in the computation and of the
promise by the debtor to pay the amount due.’” Fisher Sand and Gravel Co v Neal A Sweebe,
Inc, 494 Mich 543, 557, quoting 13 Corbin, Contracts (rev ed), Section 72.4(2), p 478. See
also Id. at 561. “An account stated, like all contracts, requires mutual assent. Specifically,
‘[a]n account stated requires the manifestation of assent by both parties to the correctness
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of the statement of account between them.’” Id. at 557, quoting 13 Corbin, Contracts (rev
ed), Section 72.4(2), p 478.
B
Application of Law to Facts
Excellent had an account stated with Greenfield. Greenfield was provided
monthly services at a set rate agreed upon by the parties. Greenfield never challenged
that the services were provided or that $53,300 was due and owing under the agreement.
Excellent has met the elements of account stated as well.
III
Interest
Excellent argues that because the amount of damages was liquidated (i.e., in
accord with the contract) it is entitled to 5% interest. In fact, Michigan authorities support
this position. See, e.g., MCL 438.7 (interest can be assessed on breach of contract cases at
the time of the breach); MCL 438.31 (the legal rate is 5%); Banish v Hamtramck, 9 Mich App
381, 385 (1968); RSM Richter, Inc v Behr America, Inc, 781 F Supp 2d 511, 519 (ED Mich,
2011). Greenfield failed to counter this position in its trial brief or at trial itself. As such,
any argument to the contrary is deemed abandoned. See, e.g., Mitcham v City of Detroit,
355 Mich 182, 203 (1959); Houghton v Keller, 256 Mich App 336, 339-340 (2003); People v
Odom, 327 Mich App 297, 311 (2019) (“As a preliminary matter, defendant has failed to
identify any authority that requires a trial court to consider a motion for substitute
counsel before it may consider any subsequently filed motion by the attorney who was
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the subject of the motion for substitution. Accordingly, defendant has abandoned this
issue. See People v Martin, 271 Mich App 280, 315 (2006)”); MCR 2.119(A)(2) (“A motion
or response to a motion that presents an issue of law must be accompanied by a brief
citing the authority on which it is based”). As the last payment invoiced was due on
October 9, 2019, interest should accrue at 5% beginning on October 10, 2019.
ORDER
The case name is hereby modified to reflect the accurate name of the Plaintiff,
Excellent Management Services, LLC.
JUDGMENT
Judgment is hereby entered in favor of Plaintiff Excellent Management, LLC
against Defendant Diversified Rehab Services, LLC, d/b/a Greenfield Rehab and
Nursing Center against in the total amount of $53,300 plus 5% interest beginning on
October 10, 2019.
