Breach of contract action by tenured faculty members; The statutory notice provision of the Court of Claims Act; MCL 600.6431(1); Christie v Wayne State Univ; Tolling due to fraudulent concealment; MCL 600.5855; Mays v Snyder (Mays I & II); Dillard v Schlussel; Distinguishing Taylor v University of MI Bd of Regents (Unpub); Affirmative misrepresentations; Reasonable diligence; Successor liability; Foster v Cone-Blanchard Mach Co; Distinguishing Doe v Roman Catholic Archbishop of Archdiocese of Detroit; Leave to amend; Detroit College of Law (DCL)

The court held that the Court of Claims did not err by denying defendant-university’s motion for summary disposition of plaintiffs-law professors’ breach of contract claim. Plaintiffs sued defendant on 9/22/22 alleging it fraudulently concealed a transfer agreement between defendant and DCL by failing to notify them of its existence until 5/22. In their amended complaint they alleged defendant and DCL made affirmative misrepresentations that DCL was the only entity that could be liable for their contract-based claim. Plaintiffs asserted that they relied on these statements to pursue a claim against DCL only. The Court of Claims found their amended allegations supported a claim for fraudulent concealment, which would toll MCL 600.6431’s statutory notice provision, and denied defendant’s summary disposition motion. On appeal, the court rejected defendant’s argument that Mays I and the fraudulent-concealment exception did not apply to plaintiffs’ claims. It noted plaintiffs alleged they did not learn of the agreement and defendant’s “liability until DCL disclosed the agreement on” 5/12/22. Following this disclosure, they filed their complaint against defendant on 9/22/22. “If these allegations are true, the fraudulent-concealment exception applies to the claims, MCL 600.5855 would toll the statutory notice period, and [plaintiffs] properly brought a claim against defendant within two years of” 5/12/22. The court also rejected defendant’s claim that plaintiffs did not adequately plead affirmative misrepresentations that could constitute fraudulent concealment in their amended complaint. It found plaintiffs’ “amended complaint sufficiently alleged that [defendant’s] representative made affirmative misrepresentations that it was not liable for DCL’s contractual obligations on the basis that there was an asset purchase, and that [they] were misled by these misrepresentations until [5/12/22], when the nature of the merger came to light.” This plainly distinguished “Doe from this case.” Accepting plaintiffs’ “allegations as true, a genuine issue of material fact exists regarding whether [defendant’s] representatives fraudulently misrepresented its liability for DCL’s contractual obligations and whether [plaintiffs] relied on those misrepresentations when filing their claim against [defendant] more than one year after the claim accrued.” Affirmed.