Duray Development, LLC v. Perrin
Michigan Court of Appeals
792 N.W.2d 749 (Mich. Ct. App. 2010)
On September 30, 2004, Duray Development, LLC (Duray) (plaintiff) entered into a contract with Perrin (defendant), under which Perrin would excavate certain property that Duray owned. Subsequently, on October 27, 2004, Duray entered into a second contract that contained the same language and provisions as the Perrin contract and was meant to supersede that first contract. The second contract, however, was with Outlaw Excavating, LLC (Outlaw), and Perrin was not a party to the contract. Perrin, who had recently formed Outlaw and was Outlaw’s owner, signed the second contract on Outlaw’s behalf. Outlaw did not perform under the contract satisfactorily or timely, so Duray brought suit. During discovery, Duray learned for the first time that Outlaw did not officially become a “filed” limited liability company (LLC) until November 29, 2004, after the parties signed the second contract. The trial court ruled in favor of Duray on the merits and ruled that Perrin personally owed damages to Duray, because Outlaw was not an LLC at the time the parties executed the contract. Perrin appealed, arguing that he was not personally liable because of the de facto corporation and corporation by estoppel doctrines.
Rule of Law
Holding and Reasoning (Per Curiam)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 174,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,000 briefs, keyed to 188 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.