Order                                                                                        Michigan Supreme Court
                                                                                                   Lansing, Michigan

  November 7, 2012                                                                                     Robert P. Young, Jr.,
                                                                                                                 Chief Justice

                                                                                                       Michael F. Cavanagh
                                                                                                             Marilyn Kelly
  144721                                                                                               Stephen J. Markman
                                                                                                       Diane M. Hathaway
                                                                                                           Mary Beth Kelly
                                                                                                           Brian K. Zahra,
  SCOTT and JEANNE WOODBURY,                                                                                          Justices
            Plaintiffs,
  and
  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, the application for leave to appeal the January 19, 2012
  judgment of the Court of Appeals is considered, and it is GRANTED. The parties shall
  include among the issues to be briefed: (1) whether the common law doctrines of de
  facto corporation, see, e.g., Bergy Bros, Inc v Zeeland Feeder Pig, Inc, 415 Mich 286
  (1982), and corporation by estoppel, see, e.g., Stott v Stott Realty Co, 288 Mich 35, 48
  (1939), survived enactment of the Nonprofit Corporation Act, MCL 450.2101 et seq.; (2)
  if so, whether plaintiff corporation, Center Woods, Inc., which was administratively
  dissolved in 1993 under § 922 of the Nonprofit Corporation Act, but reinstated in 2009
  under § 925, continued to exist as a de facto corporation during the period of dissolution
  such that defendant Ruth Averill, a member and shareholder of the corporation, was
  required to provide notice to the corporation pursuant to its Articles of Agreement of the
  pending sale of her property; and (3) whether defendant Averill is estopped to deny the
  existence of the corporation, see Estey Mfg Co v Runnels, 55 Mich 130 (1884); Flueling v
  Goeringer, 240 Mich 372 (1927).




                           I, Corbin R. Davis, 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.
                           November 7, 2012                    _________________________________________
           s1031                                                               Clerk
