EXHIBIT A

2:14-cv-13112-VAR-PJK Doc # 1-2 Filed 08/13/14 Pg 1 of 7 Pg ID 13
4 JUL 10 PM 02:19 Received for Filing Oakland County Clerk 20 

This case has been designated as an eFiling case. To review a copy of the

Notice of Mandatory eFiling visit www.oakgov.com/clerkrod/efiling.

STATE OF MICHIGAN

IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND

MG DEARBORN, LLC, a Michigan

limited liability company,

Plaintiff,

-vsWEST BEND MUTUAL INSURANCE,

Defendant.

Case No. 2014- -CKbc

Hon.

2014-141763-CK

JUDGE POTTS

FAKIH & ASSOCIATES, PLLC

Sam M. Fakih (P68876)

Michael Z. Longo (P74896)

Attorneys for Plaintiff'

16030 Michigan Ave., Ste. 200

Dearborn, Michigan 48126

(313) 846-6300

sfakih@fakihlaw corn

tnlongo@fakihlaw.cona

There is no other pending or resolved civil action

arising out of the transaction or occurrence alleged in this Complaint

COMPLAINT

NOW COMES Plaintiff/Counter-Defendant, MG FARMINGTON HILLS, LLC (the

"Plaintiff"), who by and through its attorneys, FAKIH & ASSOCIAI'i✓S, PLLC, states as follows

for its Amended Complaint against Defendant WEST BEND MUTUAL INSURANCE

COMPANY (the "Defendant"):

PARTIES

1. That the Plaintiff is a Michigan limited liability company that conducts business in Oakland

County, Michigan by providing day spa facilities and services to the members of the general public.

2:14-cv-13112-VAR-PJK Doc # 1-2 Filed 08/13/14 Pg 2 of 7 Pg ID 14
Received for Filing Oakland County Clerk 2014 JUL 10 PM 02:19 

2. That on information and belief, Defendant is a company headquartered in Wisconsin, which

carries on continuous and systematic business within the state of Michigan as an insurance provider.

JURISDICTION AND VENUE 

3. That Plaintiff hereby incorporates by reference each preceding Paragraph as if fully restated

herein.

4. That this Court has subject matter jurisdiction over this action pursuant to MCL §600.8301,

et seq. as the actual amount in controversy exceeds $25,000.00.

5. That this Court has personal jurisdiction over Defendant and pursuant to MCL § 600.701, et

seq. as Defendant regularly conducts business throughout the State of Michigan in a continuous and

systematic manner.

6. That venue in this Court is proper pursuant to MCL § 600.1621 as the events giving rise to

this action, the property at the center of the dispute, and the location of the premises at the heart of

this action each took place or are located within in the borders of Oakland County, Michigan.

GENERAL ALLEGATIONS 

7. Plaintiff is a national spa franchise that provides clients throughout the country a welcoming

and tranquil environment by offering a relaxing and rejuvenating massage and day spa experiences.

8. That on or about June 21, 2013, Plaintiff procured an umbrella policy for a number of

individual franchises operating under the name of Massage Green Spa. [Exhibit 1— Policy]

9. That relevant to this present action, Plaintiff named MG Farmington Hills, TIC as a covered

franchise for its umbrella policy. [Exhibit 2 — Declarations]

10. That the Policy was amended from time to time and the relevant Policy and amendments

thereto were issued on or about April 21, 2013 with a term extending during and through November

2013.

2:14-cv-13112-VAR-PJK Doc # 1-2 Filed 08/13/14 Pg 3 of 7 Pg ID 15
Received for Filing Oakland County Clerk 2014 JUL 10 PM 02:19 

11. That MG Farmington Hills, LLC at the time of the execution of the policy operated at the

property commonly known as 29675 Orchard Lake Road, Farmington Hills, Oakland County,

Michigan (the "Premises").

12. Pursuant to the Declarations the following coverage was provided: Building, Business

Personal. Property, Business Income Other than Rental Value and Including Extra Expense, arid

Equipment Breakdown.

13. That pursuant to the Declarations, "Special" was shown in the Declarations.

14. That pursuant to the Policy, "[w]hen Special is shown in the Declarations, Covered Causes

of Loss means Risks of Direct Physical Loss.

[Exhibit 1— Policy, Form CP 10 30 04 02, ¶A]

15. The Policy provides that Defendant would pay for direct physical loss of or damage to

Covered Property at the premises described in the Declarations caused by or resulting from any

Covered Cause of Loss. [Exhibit 1— Policy, Form CP 00 10 04 02, ¶AJ

16. Covered Property included business personal property located in or on the building

described in the Declarations or in the open (or in a vehicle) within 100 feet of the described

premises, consisting of, in relevant part, all personal property owned by Plaintiff. [EXHIBIT 1 —

Policy, Form CP 00 10 04 02, ¶A(1)(b)(4))]

17. The Policy further provides that Defendant would pay for the actual loss of business income

sustained due to the necessary suspension of operations during any period of restoration.

[EXHIBIT 1— Policy, Form CP 00 30 04 02, TAM]

18. In early November 2013, Plaintiff was forced to shut down its business operations as water

started gushing down in to the Premises from the roof and the ceiling.

2:14-cv-13112-VAR-PJK Doc # 1-2 Filed 08/13/14 Pg 4 of 7 Pg ID 16
Received for Filing Oakland County Clerk 2014 JUL 10 PM 02:19 

19. Upon investigation, Plaintiff discovered that there was exterior and/or structural damage

causing and permitting water to enter the Premises from the roof and roof drains, causing the

damage to Premises and Plaintiff's business assets.

20. As a direct result of these structural issues, Plaintiff suffered water losses and/or damages to

its personal property and equipment and was soon thereafter forced to shut down its business as the

Premises was not usable for its intended purpose of a day spa.

21. On information and belief, the losses and damages sustained by the Premises and Plaintiff

were the direct and foreseeable result of risks covered by the Policy.

22. Plaintiff made a claim to Defendant on or about November 1, 2013.

23. Defendant denied Plaintiff's claim in full on or about November 26, 2013. [EXHIBIT 3 —

Denial Letter]

24. The Denial Letter did not state that claims were not generally covered, but instead listed a

number of exclusions and limitations in support of the denial. See [EXHIBIT 3 — Denial Letter]

25. In support of its denial, Defendant, through Claims Representative Cathy Lanier, stated that

the Policy simply "does not cover interior water damage unless there is damage to the building by a

covered loss that creates an opening for the water to enter. Mold is not covered unless it is a result

of a 'specified cause of loss', which did not occur." [EXHIBIT 3 — Denial Letter]

26. As of the date of this Complaint, Defendant has refused to repair and/or restore the

Premises to a degree permitting MG Farmington Hills, LLC to re-open its business.

27. As of the date of this Complaint, Defendant has refused to return MG Farmington Hills,

LLC to its prior state.

2:14-cv-13112-VAR-PJK Doc # 1-2 Filed 08/13/14 Pg 5 of 7 Pg ID 17
ing Oakland County Clerk 2014 JUL 10 PM 02:19 Received for F 

COUNT I

BREACH OF CONTRACT

28. That Plaintiff hereby restates and incorporates by reference each preceding Paragraph as if

fully restated herein.

29. That Plaintiff and Defendant entered into and/or renewed the Policy on or about April 21,

2013 with a term extending through November, 2013.

30. That pursuant to the Policy, Defendant agreed to pay for those losses and damages sustained

by Plaintiff and/or MG Farmington Hills, LT C as described above.

31. That these terms of coverage were material as Plaintiff would not have entered into the

Policy had such representations not been made.

32. That pursuant to the Policy, Defendant further agreed to repair those damages and losses

sustained by the Premises.

33. That pursuant to the terms of the Policy, Defendant agreed to recompense Plaintiff for

those losses sustained as a result of lost business income during the term of restoration.

34. That Plaintiff has completely abided by the terms of the Policy and has cooperated with

Defendant during the investigatory period.

35. That Defendant has refused to honor the terms of the Policy by refusing to repair Premises

and by failing to compensate Plaintiff for the losses sustained as a result of the above-referenced

damages and losses.

36. That such refusal is a material breach of the Policy and Plaintiff has suffered damages as a

direct result of this breach.

COUNT II

UNJUST ENRICHMENT

37. That Plaintiff hereby restates and incorporates by reference each preceding Paragraph as if

fully restated herein.

2:14-cv-13112-VAR-PJK Doc # 1-2 Filed 08/13/14 Pg 6 of 7 Pg ID 18
4 JUL 10 PM 02:19 Received for Filing Oakland County Clerk 20 

38. That Plaintiff agreed to purchase the Policy on the basis that coverage as described therein

would be provided upon its necessity.

39. That pursuant to the purchase of the Policy, the Plaintiff has made monthly substantial

premium payments to Defendant for such coverage.

40. That Defendant's decision to deny coverage while retaining the benefit of those premiums

paid by Plaintiff results in an unjust enrichment to the benefit of Defendant and substantial

detriment of the Plaintiff.

41. That permitting the Defendant to retain the value of the premiums paid would result in a

windfall to Defendant and a patently unfair and unjust outcome.

RELIEF REQUESTED 

WHEREFORE, Plaintiff, MG DEARBORN, LLC, respectfully requests this Honorable

Court to grant a judgment in its favor and against Defendant, WEST BEND MUTUAL

INSURANCE, in an amount to be proven at trial, but no less than $25,000.00, in addition to any

further legal or equitable relief that this Court deems just and appropriate.

Respectfull Submitted,

FAKii & ssocal. ES, PLLC

7)°

Sa• r F TNT(P 876)

Michael Z. Longo (P74896)

Attorneys for Plaintiff

16030 Michigan Ave., Stc. 200

Dearborn, Michigan 48126

(313) 846-6300

2:14-cv-13112-VAR-PJK Doc # 1-2 Filed 08/13/14 Pg 7 of 7 Pg ID 19