Choice of venue can have a profound impact on the rights afforded to your business and, importantly, the cost and complexity of resolving disputes. For example, in Drew, Cooper & Anding, P.C., v. Oldnar Corp., d/b/a Nartron, defendants appealed a trial court order denying their motion to change venue. (Mich. App. Docket No. 311028, June 27, 2013). On August 23, 2011, the plaintiff law firm agreed to represent defendant, Nartron, against Cooper-Standard for an alleged misappropriation of Nartron’s trade secrets. Plaintiff later withdrew as counsel and Nartron’s suit was dismissed. On March 1, 2012, plaintiff notified Nartron that it owed plaintiff $52,826.14 and demanded payment within 10 days. After Nartron failed to respond to the demand, plaintiff commenced an action in Kent Circuit Court.
On May 15, 2012, defendants moved to change venue to Osceola County. According to Nartron, venue was improperly laid in Kent County because Nartron lacked systematic and continuous dealings within the county and did not conduct its usual and customary business within the county. When a defendant challenges venue, the plaintiff has the burden to establish that the county it chose is a proper venue and the plaintiff must present some credible factual evidence that the venue is proper. Provider Creditors Comm. V. United American Health Care Corp, 275 Mich App 90, 94; 378 NW2d 770 (2007). Choice of venue must be based on fact, nor mere speculation. Provider Creditors Committee v. United American Health Care Corp., 275 Mich. App. 90, 738 N.W.2d 770 (2007).
MCL 600.1621 governs venue for breach of contract claims in Michigan. The statute provides in pertinent part:
Venue is determined as follows:
(a) The county in which a defendant resides, has a place of business or conducts business, or in which the registered office of a defendant corporation is located, is a proper county in which to commence and try an action.
The court determined that the plaintiff law firm could not carry its burden. A company conducts business in a county for venue purposes if the company has some real presence such as might be shown by systematic or continuous dealings inside that county. Shultz v. Silver Lake Transport, Inc., 207 Mich. App 267, 271-272; 523 NW2d 895 (1994). There is no evidence to support that Nartron has systematic or continuous dealings in Kent County. Nartron’s business is designing, developing, manufacturing and marketing proprietary electronic systems and components. The act of retaining plaintiff, located in Kent County, to provide legal representation is absolutely incidental to Nartron’s real business. Therefore, Nartron neither has sufficient business nor operations within Kent County to satisfy the requirements for proper venue.
In summary, it is important to know the rules regarding venue so your business can have every advantage possible when facing a lawsuit.
This post was authored by law clerk Roger Leshinsky.
