                           STATE OF MICHIGAN

                           COURT OF APPEALS



RIVERSBEND REHABILITATION, INC.,                                   UNPUBLISHED
                                                                   October 29, 2015
              Plaintiff-Appellant,

v                                                                  No. 321631
                                                                   Isabella Circuit Court
JEFFREY ENOS,                                                      LC No. 2013-010619-CK

              Defendant-Appellee.


Before: M. J. KELLY, P.J., and MURRAY and SHAPIRO, JJ.

SHAPIRO, J. (concurring)

       This case appears to be an unfortunate example of the maxim, “no good deed goes
unpunished.”


        Defendant Enos and Michael Wilson, the owner of plaintiff Riversbend Rehabilitation, a
provider of physical therapy services, were brothers-in-law. In 2006, Enos, encouraged by
Wilson, decided to get a doctoral degree in physical therapy. On July 24, 2006, they signed an
“Agreement between Riversbend and Jeff Enos.” In this document, Wilson generously agreed
that his company would pay the full amount of Enos’s tuition and other educational expenses and
that if Enos completed the program, he would not have to repay these sums. This was reflected
in a document the two men signed in 2006. The document also provided that Riversbend would
provide Enos with $40,000 per year as a “salary advance” while he was in school and that after
graduation, Enos would work for Riversbend for a salary less than what therapists are normally
paid and the amount of that reduction would be credited against the salary advances until such
time as the full amount of the advances had been repaid.1 The document stated that Enos “will
be committed to work for Riversbend Rehab Inc as a physical therapist until this payback is
satisfied,” but it did not contain language specifically requiring Riversbend to provide
employment to Enos after graduation. Further muddying the waters, all the terms of the
agreement were set forth after an introductory statement that the terms of the agreement “will be
somewhat indefinite until the following conditions are either met and/or bought out by
employee.”

1
  The total amount to be repaid would also be reduced commensurate with any work Enos
performed for Riversbend during his school breaks.



                                               -1-
        The 2006 agreement was supplemented in 2011 by a document captioned
CONFIRMATION OF AGREEMENT BETWEEN RIVERSBEND AND JEFF ENOS. It
referenced the 2006 agreement, set forth the amounts of “advance of salary” received by Enos to
that date ($212,307.64), and stated that:

       following [Enos’s] college graduation and the start of his agreed to employment
       with Riversbend, an agreed upon portion of his then established salary will be
       deferred and considered a repayment against the advance salary amounts
       received. It is intended between the parties that [Enos] will remain employed at
       Riversbend for a sufficient period of time to establish deferral amounts sufficient
       to repay the entire amount of advanced salaries. [emphasis added.]

        The 2011 document also provided that if Enos did not complete his degree, chose not to
be employed by Riversbend, or terminated his job at Riversbend before completing repayment,
the balance of the repayment would be governed by a contemporaneously executed promissory
note.

        The record does not make clear why, after six years, there was a loss of good will
between the two men; there is a suggestion that it was related to the fact that Enos and Wilson’s
sister divorced, but no details are provided. In any event, Wilson and Riversbend declined to
employ Enos after December 2012. Enos graduated in May 2013.

        Given the language of the 2011 Confirmation of Agreement, I find myself compelled to
concur in the result in this case, but I have serious doubts about whether we have served justice.
After reviewing the record, I think it likely that when signing the agreements, the parties never
contemplated what would happen if Riversbend could not or would not employ Enos after he
graduated. Nevertheless, I cannot disagree with the majority’s analysis given the language in the
2011 document that the parties, including Riversbend, “intended” and had mutually “agreed” that
Enos would be employed at Riversbend until the salary advances were recouped.

        It is unfortunate that the parties were not able to agree to new terms once the relationship
broke down. According to the parties’ emails, Wilson was prepared to continue to pay Enos
tuition providing Enos would agree to sign an amendment under which he would pay back the
sums over five years. Enos responded in an email stating that such rapid repayment of so large a
sum would be too difficult, and he suggested that they wait to determine payback terms until
after he graduated and obtained employment. Wilson declined this proposal, but offered to
extend the repayment period from five to 12 years. Enos did not respond to this proposal,
however, and Riversbend terminated Enos’s employment and did not pay for his last two
semesters of school. Enos apparently then took the position that he had no obligation to repay
any amount.

       In my view, the better outcome in this case would be to remand to the trial court to
reform the contract so as to provide reasonable terms of repayment of the advance salary, but I
do not believe we have the authority to do so.

                                                             /s/ Douglas B. Shapiro


                                                -2-
