Accounting malpractice; MCL 600.2962; Broz v Plante & Moran, PLLC; Negligence; Loweke v Ann Arbor Ceiling & Partition Co, LLC; Duty; Hill v Sears, Roebuck & Co; Breach of fiduciary duty; Yadlosky v Grant Thornton LLP; Unjust enrichment; Morris Pumps v Centerline Piping, Inc

The court held that plaintiffs’ claims against defendant for professional malpractice, negligence, breach of fiduciary duty, and unjust enrichment were properly dismissed by the trial court for failure to state a claim. In the underlying case, plaintiffs’ home was foreclosed on and then purchased through a sheriff’s deed. Plaintiffs claimed the amounts (as stated in an affidavit attached to the sheriff’s deed) were incorrect and filed suit against the buyer. The trial court in that case appointed defendant to investigate the amounts owed. After the investigation, it granted summary disposition for the buyer. Plaintiffs then sued defendant alleging it failed to perform a proper forensic audit and failed to authenticate signatures and loan documents. The suit alleged unjust enrichment, accountant malpractice, negligence of defendant’s professional duties, and breach of fiduciary duties. On appeal, the court found the trial court did not err by granting summary disposition as to any of plaintiffs’ claims. First, “[b]ecause of the lack of a client-professional relationship, plaintiffs cannot establish a cause of action for accountant malpractice under the common law.” They also “did not allege fraud or intentional misrepresentation, or allege that defendant was informed by the ‘client’ that its services were primarily intended ‘to benefit or influence’ plaintiffs.” Rather, the trial court’s order “stated the purpose of the appointment was ‘to determine the amounts owing,’ and that defendant’s report ‘shall not be binding upon the parties, but may otherwise be offered by any party to be admitted into evidence.’ Because the language of the order eliminates all grounds on which plaintiffs’ claim for malpractice could be based, the malpractice claim is so clearly unenforceable as a matter of law, no factual development could justify recovery . . . .” In addition, plaintiffs’ negligence claim “is premised on defendant’s alleged professional duties owed to plaintiffs. This claim is, therefore, duplicative of plaintiffs’ professional malpractice claim. And because our preceding analysis of plaintiffs’ malpractice claim also applies to the negligence claim in that under the trial court’s order, no relationship was established between plaintiffs and defendant such that a duty arose . . . .” Further, nothing in the order gave rise to a fiduciary relationship, and “plaintiffs have otherwise failed to show a basis for liability under MCL 600.2962(1) . . . .” Finally, courts “cannot ‘imply a contract in order to prevent unjust enrichment’ when a contract addressing the subject of the matter at issue already exists . . . .” Affirmed.