Order                                                                        Michigan Supreme Court
                                                                                   Lansing, Michigan

  July 26, 2013                                                                      Robert P. Young, Jr.,
                                                                                                Chief Justice

  144721                                                                              Michael F. Cavanagh
                                                                                      Stephen J. Markman
                                                                                          Mary Beth Kelly
                                                                                           Brian K. Zahra
  SCOTT and JEANNE WOODBURY,                                                       Bridget M. McCormack
            Plaintiffs,                                                                  David F. Viviano,
  and                                                                                                Justices

  CENTER WOODS, INC.,
           Plaintiff-Appellant,
  v                                                       SC: 144721
                                                          COA: 297819
                                                          Saginaw CC: 09-006758-CH
  RES-CARE PREMIER, INC.,
            Defendant-Appellee,
  and
  RUTH AVERILL,
           Defendant.

  _________________________________________/

         On order of the Court, this case having been argued and submitted, we direct the
  Clerk to set this case for resubmission in the October 2013 session. Further, the Court
  having concluded that it would be assisted by supplemental briefing, we DIRECT the
  parties to file supplemental briefs addressing the following issues: (1) whether § 925(2)
  of the Nonprofit Corporation Act (NCA), MCL 450.2101 et seq., applies retroactively or
  prospectively to validate “all contracts entered into and other rights acquired” during
  dissolution; (2) whether renewal pursuant to § 925 permits an administratively dissolved
  corporation to enforce contracts and rights not related to winding-up in light of MCL
  450.2833 and MCL 450.2834; (3) whether Bergy Bros, Inc v Zeelend Feeder Pig, Inc,
  415 Mich 286 (1980), correctly interpreted MCL 450.1925, the analogous provision in
  the Business Corporation Act, MCL 450.1101 et seq.; and (4) whether the common-law
  doctrine of corporation by estoppel is applicable here. Additionally, assuming arguendo
  that § 925(2) applies retroactively to validate “all contracts entered into and other rights
  acquired” during the interval of dissolution, we further direct the parties to address:
  (5) whether Center Woods’ rights to a thirty-day notice of the sale of the property at issue
  and the right of first refusal were “acquired” during the interval of Center Woods’
  dissolution; and, if not, (6) whether those rights were nevertheless enforceable after
  Center Woods renewed its corporate good standing pursuant to § 925. Finally, assuming
                                                                                                                2

arguendo that the rights to notice and first refusal are enforceable, we direct the parties to
address: (7) what remedy is available to Center Woods against the seller and purchaser
of the property at issue, given that the sale was finalized during the interval of Center
Woods’ dissolution; and (8) whether Res-Care preserved any objection to the trial court’s
choice of remedy in this case.

       The briefs of appellants are to be filed not later than August 21, 2013 and the
briefs of appellees not later than September 11, 2013. The parties may request
reargument pursuant to MCR 7.312(E).

        The Business Law Section of the State Bar of Michigan, the Michigan Chamber of
Commerce, and the Department of Licensing and Regulatory Affairs are invited to file
briefs amicus curiae. Other persons or groups interested in the determination of the
issues presented in this case may move the Court for permission to file briefs amicus
curiae.




                          I, Larry S. Royster, Clerk of the Michigan Supreme Court, certify that the
                    foregoing is a true and complete copy of the order entered at the direction of the Court.
                          July 26, 2013
        t0726
                                                                              Clerk
