                          STATE OF MICHIGAN

                           COURT OF APPEALS



JOHN MADSEN, also known as JACK                                    UNPUBLISHED
MADSEN, and LINDA MADSEN,                                          February 16, 2017

               Plaintiffs-Appellants,

v                                                                  No. 330899
                                                                   Allegan Circuit Court
HOLLAND ALANO ASSOCIATION and                                      LC No. 15-054736-CZ
HOLLAND ALANO ASSOCIATION BOARD
OF DIRECTORS,

               Defendants-Appellees.


Before: MURPHY, P.J., and SAWYER and SWARTZLE, JJ.

PER CURIAM.

       Plaintiffs appeal from an order of the circuit court granting summary disposition in favor
of defendants pursuant to MCR 2.116(C)(8) (failure to state a claim). We affirm.

        Plaintiffs’ complaint alleges that they are members of the defendant non-profit
association and that an “actual controversy exists between the plaintiffs and the defendants with
regards to the proper operation of the Holland Alano Association.” Specifically, plaintiffs allege
that, contrary to the Association’s Articles of Incorporation and By-Laws, defendants improperly
entered into an agreement to rent their facilities to Narcotics Anonymous.1 A motion was made
and passed at the group’s annual meeting to amend the Articles of Incorporation to add Narcotics
Anonymous to the listing of groups by whom the facilities could be used. Plaintiffs challenge
whether a quorum was actually present at the meeting.

        As the dispute escalated, plaintiff Jack Madsen unsuccessfully petitioned to have the
board of directors recalled from office. At that same meeting, he was informed that his
membership was being suspended for two years because of his activities to stop the amendment
of the Articles of Incorporation to prevent NA from use of the premises. Plaintiffs filed the
instant action the next day.


1
 According to plaintiffs, the facility can only be used by Alcoholics Anonymous, AlAnon, and
AlAteen.


                                               -1-
        Defendants moved for summary disposition on multiple grounds. The trial court denied
summary disposition under MCR 2.116(C)(4) (lack of subject matter jurisdiction) and MCR
2.116(C)(5) (lack of capacity to sue), but granted summary disposition under MCR 2.116(C)(8)
(failure to state a claim). Plaintiffs appeal and we affirm.

         Plaintiffs raise three arguments on appeal. First, with respect to plaintiff Jack Madsen’s
claim that his membership was improperly suspended, plaintiffs argue that the trial court erred in
granting summary disposition on the basis that he failed to appeal the suspension to the entire
membership as permitted by the by-laws. Second, plaintiffs argue that the trial court erred in
dismissing plaintiffs’ claims based upon action being taken at meetings that lacked a quorum.
And, third, plaintiffs argue that the trial court erred in dismissing plaintiffs’ claims based upon
defendants acting in contravention of the restrictions in the Articles of Incorporation that its
facilities are to be used solely to “effect the rehabilitation of alcoholics.” Our review of the grant
of summary disposition under MCR 2.116(C)(8) is de novo. Haynes v Neshewat, 477 Mich 29,
34; 729 NW2d 488 (2007). Moreover, in “reviewing a ruling made under this court rule, a court
tests the legal sufficiency of the plaintiff’s complaint by the pleadings alone.” Id.

         The problem with plaintiffs’ arguments on appeal is that they largely ignore the basis that
the trial court granted summary disposition. Instead, plaintiffs wish to merely argue the merits of
their grievances against defendants. But plaintiffs never adequately address the central theme of
the trial court’s holding: that, in order for plaintiffs to successfully bring this action, they must
allege, and ultimately be able to prove, that defendants acted fraudulently and illegally. As the
trial court points out in its opinion, plaintiffs simply fail to do so. Nor do they do so on appeal.
Ultimately, plaintiffs were on the losing side of a policy decision made by the organization
regarding an issue that they obviously feel very strongly about. But that does not establish a
cause of action.

        Moreover, we note that plaintiffs’ complaint literally fails to state a claim. By its own
labelling, it contains two counts. But “Count I” is merely the statement of facts2 and is
mislabeled as a “count.” Count II is titled “Declaratory Relief and Damages,” but it too merely
contains a recitation of facts and identifies no actual cause of action. These two “counts” are
then followed by a prayer for relief. Therefore, aside from the reasons given by the trial court,
summary disposition under MCR 2.116(C)(8) was appropriate because plaintiffs fail to state any
claim, much less one upon which relief may be granted. In short, we have tested the legal
sufficiency of plaintiffs’ complaint and it is lacking.

          Affirmed. Defendants may tax costs.



                                                              /s/ William B. Murphy
                                                              /s/ David H. Sawyer
                                                              /s/ Brock A. Swartzle


2
    Indeed, it is even titled “Facts.”


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