If this opinion indicates that it is “FOR PUBLICATION,” it is subject to 

revision until final publication in the Michigan Appeals Reports.

-1-

S T A T E O F M I C H I G A N

C O U R T O F A P P E A L S

VINCENT JOHNSON, PISTON GROUP, LLC, 

PISTON AUTOMOTIVE, LLC, DETROIT 

THERMAL SYSTEMS, LLC, IRVIN 

AUTOMOTIVE PRODUCTS, LLC, and AIREA, 

INC.,

Plaintiffs-Appellees,

FOR PUBLICATION

March 3, 2022

9:00 a.m.

v No. 357979

Wayne Circuit Court

MICHIGAN MINORITY PURCHASING 

COUNCIL, doing business as MICHIGAN 

MINORITY SUPPLIER DEVELOPMENT 

COUNCIL,

LC No. 21-006110-CB

Defendant-Appellant,

and

MICHELLE ROBINSON,

Defendant.

Before: RICK, P.J., and MURRAY and SHAPIRO, JJ.

MURRAY, J.

Defendant, the Michigan Minority Purchasing Council, doing business as the Michigan 

Minority Supplier Development Council (MMSDC), appeals by leave granted1the circuit court’s

July 8, 2021 order granting the motion for a preliminary injunction filed by plaintiffs, Piston 

Automotive, LLC, Detroit Thermal Systems, LLC, Irvin Automotive, LLC, and AIREA, Inc. 

(collectively, the Piston Companies), Piston Group, LLC (Piston Group), and Vincent Johnson. 

 

1

Johnson v Mich Minority Purchasing Council, unpublished order of the Court of Appeals, entered 

September 29, 2021 (Docket No. 357979). 
-2-

Because of the great discretion afforded the circuit court on these equity-based decisions, and our 

concomitant circumscribed standard of review, we affirm. 

I. FACTUAL BACKGROUND

Johnson, a black male, is the sole owner of the Piston Group and its Chief Executive Officer 

and Chairman of the Board of Directors. The Piston Companies are subsidiaries of the Piston 

Group. Johnson owns and controls 100% of the Piston Group, Piston Automotive, Irvin 

Automotive, and AIREA. Johnson has a 51% ownership and controlling interest in Detroit 

Thermal Systems. 

The MMSDC is a regional affiliate of the National Minority Supplier Development 

Council (NMSDC), which is a nonprofit corporate membership organization that facilitates 

business dealings between minority business enterprises (MBEs) and a network of corporate 

members. Robinson is the MMSDC’s president and Chief Executive Officer. MBE certification 

is the process by which a business is verified as being minority-owned, managed, and controlled 

according to the criteria set forth by the NMSDC. In order to receive or maintain MBE 

certification, the NMSDC requires that an entity must be a for-profit business located in the United 

States that is at least 51% owned, controlled, and managed on a day-to-day basis by minority group 

members. 

Each of the Piston Companies have for years been certified as MBEs by the MMSDC.2 

The Piston Group has never sought MBE certification. Until 2020, the MMSDC certified each of 

the renewal applications submitted on behalf of the Piston Companies. As part of the applications, 

Johnson executed affidavits attesting that each of the Piston Companies were “at least fifty-one 

percent (51%) owned by one or more minority individuals . . . and such individuals control, 

operate and manage the company.” Each of the affidavits contained the following provision: 

The undersigned hereby agrees (agree) to hold [the MMSDC] free and 

harmless from any and all claims, demands, and damages whatsoever arising out of 

the presentation of this application and agrees to indemnify and hold [the MMSDC] 

harmless for any and all liability in connection with the certification of the 

information contained in this application. 

In December 2019 and January 2020, the MMSDC was informed that Amit Singhi, the

Asian-American Chief Organizational Officer and Chief Financial Officer of the Piston Group,

would soon be leaving the company. In February 2020, Robinson requested a meeting with Singhi 

and Johnson to discuss the organizational structure of the Piston Companies. Before any meetings 

were held, the Piston Group announced that Gordon Fournier, a white male, had been named as its 

COO and CFO. Following multiple delays, in March 2020 Robinson and Johnson met to discuss 

the organizational structures of the Piston Companies. Following the meeting, the MMSDC 

reviewed the Piston Companies’ eligibility for continued MBE certification, and in May of that 

same year, the MMSDC determined that Irvin Automotive and AIREA did not qualify for MBE 

 

2 Piston Automotive was first certified as an MBE in 1995, AIREA in 2001, Detroit Thermal 

Systems in 2013, and Irvin Automotive in 2017.
-3-

certification because they were not managed on a day-to-day basis by one or more minority group 

members. The MMSDC also concluded that Piston Automotive and Detroit Thermal Systems 

qualified for MBE certification. 

Six months later, Clarence Oliver, the head of certification and MBE services for the 

MMSDC, advised Johnson that the MMSDC would conduct an audit and recertification process 

for the Piston Companies. Then, in January 2021, the MMSDC informed Johnson that, although 

the Piston Companies were owned and controlled by a minority group member, none of the 

companies were managed on a day-to-day basis by one or more minority group members. The 

Piston Companies filed an appeal with the MMSDC appeals committee, and the appeals committee 

upheld the MMSDC’s decision. 

Plaintiffs then filed a complaint alleging counts of tortious interference with a business 

relationship, negligence, declaratory relief, and defamation. Plaintiffs also sought a preliminary 

injunction reinstating each of the Piston Companies’ MBE certifications and overruling the 

MMSDC’s decertification decision pending the outcome of the case. Following a hearing, the 

circuit court issued a written opinion and entered an order granting plaintiffs’ motion for a 

preliminary injunction. This appeal followed.3 

II. ANALYSIS

The MMSDC argument that the circuit court abused its discretion when it granted 

plaintiffs’ motion for a preliminary injunction attacks the court’s opinion on all fronts. 

Specifically, it challenges both the court’s legal conclusions and perceived legal omissions within 

the opinion, as well as the circuit court’s analysis of the relevant factors, and ultimate conclusion.

A. STANDARDS OF REVIEW

“[A] trial court’s decision to grant injunctive relief is reviewed for an abuse of discretion.” 

Dep’t of Environmental Quality v Gomez, 318 Mich App 1, 32; 896 NW2d 39 (2016) (citations 

omitted). “An abuse of discretion occurs when the court’s decision falls outside the range of 

reasonable and principled outcomes.” Id. at 33-34 (quotation marks and citation omitted). This 

Court reviews a trial court’s interpretation and application of a contract de novo. Yoches v 

Dearborn, 320 Mich App 461, 479; 904 NW2d 887 (2017) (citation omitted). 

B. PRELIMINARY INJUNCTION

“[I]njunctive relief is an extraordinary remedy that issues only when justice requires, there 

is no adequate remedy at law, and there exists a real and imminent danger of irreparable injury.” 

Davis v City of Detroit Fin Review Team, 296 Mich App 568, 613-614; 821 NW2d 896 (2012) 

(quotation marks and citation omitted). “The purpose of a preliminary injunction is to preserve 

the status quo pending a final hearing regarding the parties’ rights.” Hammel v Speaker of House 

of Reps, 297 Mich App 641, 647; 825 NW2d 616 (2012) (quotation marks and citation omitted). 

 

3 We expedited the appeal. Johnson v Mich Minority Purchasing Council, unpublished order of 

the Court of Appeals, entered November 22, 2021 (Docket No. 357979).
-4-

The moving party has the burden of demonstrating that a preliminary injunction should be issued. 

MCR 3.310(A)(4); Hammel, 297 Mich App at 648. When determining whether to grant a 

preliminary injunction, the trial court should consider:

(1) the likelihood that the party seeking the injunction will prevail on the 

merits, (2) the danger that the party seeking the injunction will suffer irreparable 

harm if the injunction is not issued, (3) the risk that the party seeking the injunction 

would be harmed more by the absence of an injunction than the opposing party 

would be by the granting of the relief, and (4) the harm to the public interest if the 

injunction is issued. [Id. at 648 (citation omitted).]

“[A] preliminary injunction should not issue where an adequate legal remedy is available.” 

Pontiac Fire Fighters Union Local 376 v City of Pontiac, 482 Mich 1, 9; 753 NW2d 595 (2008). 

“The mere apprehension of future injury or damage cannot be the basis for injunctive relief.” Id.

1. LIKELIHOOD OF SUCCESS ON THE MERITS

Before turning to an analysis of plaintiffs’ likelihood of success on the merits of their 

separate claims, we will first address the over-arching argument that plaintiffs cannot prevail—or 

at least are not likely to succeed on the merits—because plaintiffs signed a release with each 

application for MBE certification.

A. RELEASE

The parties dispute whether plaintiffs’ claims would be barred by the provisions contained 

in the certified minority status affidavits executed by Johnson as part of the applications for MBE 

certification. The trial court determined that the provision in the certified minority status affidavits 

did not constitute releases of liability, but instead ruled that the provision “impose[d] clear and 

unequivocal indemnification obligations on the applicant in the event that [d]efendants face 

liability to third-parties arising out of the certification of the application.” 

It is well-settled that a cause of action may be barred, under MCR 2.116(C)(7), where a 

valid release of liability exists between the parties. Xu v Gay, 257 Mich App 263, 266; 668 NW2d 

166 (2003). “A release of liability is valid if it is fairly and knowingly made.” Wyrembelski v St. 

Clair Shores, 218 Mich App 125, 127; 553 NW2d 651 (1996). “The validity of a release turns on 

the intent of the parties.” Batshon v Mar-Que Gen Contractors, Inc, 463 Mich 646, 649 n 4; 624 

NW2d 903 (2001). “If the text of the release is unambiguous, the parties’ intentions must be 

ascertained from the plain, ordinary meaning of the language of the release,” Collucci v Ekland, 

240 Mich App 654, 658; 613 NW2d 402 (2000), with that plain language being enforced by the 

court. Bayberry Group, Inc v Crystal Beach Condo Ass’n, 334 Mich App 385, 393; 964 NW2d 

846 (2020). We also must be careful to avoid “interpretations that would render any part of the 

document surplusage or nugatory.” Id. (quotation marks and citation omitted). 

We conclude that the circuit court read the provision too narrowly, and was not in accord 

with the plain language of the document. Specifically, the circuit court’s interpretation limited the 

language to provide only an indemnity provision, which renders surplusage or nugatory the 

provisions providing that the applicant agreed “to hold [the MMSDC] free and harmless from any 

and all claims, demands, and damages whatsoever arising out of the presentation” of the 
-5-

applications. This agreement to hold MMSDC “free and harmless from any and all claims ...” is 

separate and apart from the agreement to “indemnify and hold harmless [the MMSDC] for any and 

all liability in connection with the certification of the information contained in” the applications. 

Black’s Law Dictionary defines the term “hold harmless” as “[t]o absolve (another party) from 

any responsibility for damage or other liability arising from the transaction,” Black’s Law 

Dictionary (11th ed), and defines the term “indemnify” as to “reimburse (another) for a loss 

suffered because of a third party’s or one’s own act or default[,]” to “promise to reimburse 

(another) for such a loss[,]” or to “give (another) security against such a loss.” Black’s Law 

Dictionary (11th ed). 

Thus, under the plain and ordinary meaning of the provisions, plaintiffs not only agreed to 

absolve defendants from any and all responsibility for damage or other liability arising from the 

presentation of the applications and certification of the information, but also agreed to indemnify 

defendants for third-party liability arising out of that same conduct. As such, the circuit court erred 

when it determined that the provision was limited to an indemnity clause, as it also contained an 

unambiguous provision providing that plaintiffs would hold defendants “free and harmless from 

any and all claims” associated with the applications. See Youches, 320 Mich App at 479 (“A holdharmless agreement is an indemnity contract, which is, in essence, a release of liability.”) (citation 

omitted), Hecht v National Heritage Academies, 499 Mich 586, 627 n 88; 886 NW2d 135 (2016) 

(citing the Black’s Law Dictionary definition of “hold-harmless” and recognizing that the holdharmless provision could arguably preclude plaintiff from any recovery against defendant), and 

Hall v Small, 267 Mich App 330, 332-333; 705 NW2d 741 (2005)(treating a hold-harmless 

provision in a real estate contract as a release). Although we come to no definitive conclusion as 

to the coverage of the agreement, the hold-harmless provision could greatly inhibit plaintiffs’ 

chances of establishing a substantial likelihood of success on the merits of their claims. 

Nevertheless, we turn to a brief examination of plaintiffs’ specific claims.4

B. TORTIOUS INTERFERENCE

In their complaint, plaintiffs first alleged that the MMSDC and Robinson tortiously

interfered with plaintiffs’ business relationships by rescinding the Piston Companies’ MBE 

certifications. 

The elements of tortious interference with a business relationship or expectancy are 

(1) the existence of a valid business relationship or expectancy that is not 

necessarily predicated on an enforceable contract, (2) knowledge of the relationship 

 

4 A trial court is required to examine and evaluate four criteria before deciding whether to grant 

preliminary injunctive relief. Thermatool Corp v Borzym, 227 Mich App 366, 376; 575 NW2d 

334 (1998) (Indicating that the court “must” address the four injunction factors). The circuit 

court’s opinion did not address, for purposes of the likelihood of success factor, any of plaintiffs’ 

separate claims, but instead solely focused on the effect of the hold-harmless provision. The court 

should have also analyzed the likelihood of success on each of the claims, and the failure to have 

done so could, in some cases, result in an abuse of discretion. Id. See also International Molders’ 

and Allied Workers’ Local Union 164 v Nelson, 799 F2d 547, 551 (CA 9, 1986) (A court abuses 

its discretion in issuing a preliminary injunction when it fails to consider the relevant factors).
-6-

or expectancy on the part of the defendant interferer, (3) an intentional interference 

by the defendant inducing or causing a breach or termination of the relationship or 

expectancy, and (4) resulting damage to the party whose relationship or expectancy 

was disrupted. [Health Call of Detroit v Atrium Home & Health Care Servs, Inc, 

268 Mich App 83, 90; 706 NW2d 843 (2005) (citations omitted).]

“[T]o satisfy the third element, the plaintiff must establish that the defendant acted both 

intentionally and either improperly or without justification.” Puetz v Spectrum Health Hosps, 324 

Mich App 51, 78; 919 NW2d 439 (2018) (quotation marks and citation omitted). The plaintiff 

must also establish that “the interferer did something illegal, unethical or fraudulent.” Dalley v 

Dykema Gossett, 287 Mich App 296, 324; 788 NW2d 679 (2010) (quotation marks and citation 

omitted). 

As noted, the circuit court failed to address the elements of plaintiffs’ tortious interference 

with a business relationship claim. In regard to the first element, the evidence indicated that 

plaintiffs had valid business relationships or expectancies that were impacted by the Piston 

Companies’ MBE statuses. Johnson attested that MBE certification and inclusion on the 

NMSDC’s corporate database allowed the Piston Companies to shift their business base to become 

less dependent on original equipment manufacturers (OEMs). Johnson also attested that Ford 

Motor Company and Stellantis Corporation account for 75% of the Piston Companies’ sales 

portfolio, and both companies advertise their commitment to utilizing diverse suppliers. Most 

notably, Johnson attested that the Piston Companies are in the process of renewing their contracts 

with Stellantis, which are contingent on MBE certification. 

In regard to the second element, the evidence indicated that defendants had knowledge of 

the business relationships or expectancies that were impacted by the Piston Companies’ MBE 

statuses. The MMSDC’s stated mission is to advance business opportunities for certified MBEs 

and connect them to corporate members. Additionally, in April 2020, Robinson told Johnson in 

an e-mail that “[n]o one has an absolute right to certification as our board and your customers 

recently confirmed and unanimously supported.” Robinson’s statement regarding defendants’

customers indicates that defendants had knowledge of the business relationships or expectancies 

that could be impacted by the Piston Companies’ MBE statuses.

The evidence is equivocal as to whether defendants acted with the intent to cause a breach 

or termination of plaintiffs’ business relationships or expectancies, but nothing in the limited 

record indicates that defendants did something illegal, unethical, or fraudulent. The MMSDC 

rescinded the Piston Companies’ MBE certifications after Singhi, the Piston Group’s COO and 

CFO, was replaced by Fournier, a white male. The MMSDC’s certification letter provided that 

the Piston Companies’ applications for certification listed Fournier as an officer of AIREA, Piston 

Automotive, and Irvin Automotive, although the organizational charts for each entity omitted 

Fournier. The MMSDC’s certification letter also provided that three of the four officers for 

AIREA were nonminorities, three of the four officers for Piston Automotive were nonminorities, 

two of the four officers for Irvin Automotive were nonminorities, and the president and COO of 

Detroit Thermal Systems was a nonminority. 

Although plaintiffs disagree with the MMSDC’s determination regarding the day-to-day 

management of the Piston Companies, and even if the determination was incorrect, the evidence 
-7-

does not indicate that defendants acted with the intent to cause a breach or termination of plaintiffs’

business relationships or expectancies, and nothing indicates that defendants did something illegal, 

unethical, or fraudulent. Johnson stated in his affidavit that the MMSDC actually decertified the 

Piston Companies because the Piston Group declined to contribute funds to the MMSDC in 2018, 

declined to participate in the MMSDC golf outing in 2019, and declined to pre-pay for a 

sponsorship of the MMSDC’s 2020 gala. However, the documentary evidence indicates that a 

change in personnel prompted the decertification. Because the evidence does not indicate one way 

or the other that defendants acted with the intent to cause a breach or termination of plaintiffs’

business relationships or expectancies, and nothing indicates that defendants did something illegal, 

unethical, or fraudulent, plaintiffs are unlikely to succeed on the merits of their tortious interference 

with a business relationship claim. 

C. NEGLIGENCE

The circuit court also failed to address the elements of plaintiffs’ negligence claim. To 

establish a prima facie case of negligence, a plaintiff must satisfy the following elements: “(1) the 

defendant owed the plaintiff a legal duty, (2) the defendant breached the legal duty, (3) the plaintiff 

suffered damages, and (4) the defendant’s breach was a proximate cause of the plaintiff’s 

damages.” Powell-Murphy v Revitalizing Auto Communities Environmental Response Trust, 333 

Mich App 234, 243; 964 NW2d 50 (2020) (citation omitted). The common law imposes on “every 

person engaged in the prosecution of any undertaking an obligation to use due care, or to so govern 

his actions as not to unreasonably endanger the person or property of others.” Id. at 243-244 

(quotation marks and citation omitted). 

Here, defendants owed plaintiff a duty to exercise due care in determining whether the 

Piston Companies qualified for MBE certification.5 The evidence in the current record suggests 

that defendants likely did not breach this duty. In his affidavit, Johnson attested that he met with 

Robinson in April 2020 in order to address the Piston Companies’ MBE certifications. According 

to Johnson, he explained to Robinson that he made all major decisions for the Piston Group and 

the Piston Companies. and that Singhi was not an executive officer for any of the Piston Companies 

such that Singhi’s departure should not have affected the Piston Companies’ MBE certification 

status. Notwithstanding this evidence, the MMSDC’s certification letter indicates that the 

MMSDC reviewed the Piston Companies’ applications for certification and determined that the 

Piston Companies were not managed on a day-to-day basis by minority group members. The 

certification letter provided that the MMSDC reviewed the Piston Companies’ organizational 

structures, ownership and tax return documentation, board and shareholder documents, reporting 

structures, boards of directors and authority, company officers, and day-to-day management 

responsibilities. Based upon this information, the MMSDC determined that three of the four 

officers for AIREA were non-minorities, three of the four officers for Piston Automotive were 

non-minorities, two of the four officers for Irvin Automotive were non-minorities, and the 

president and COO of Detroit Thermal Systems was a non-minority. Thus, the MMSDC 

 

5

If a party fails to perform a service contract in a skillful and workmanlike manner, then the other

party may have a cause of action for negligence or breach of contract. See e.g., Clark v Dalman, 

379 Mich 251, 261; 150 NW2d 755 (1967).
-8-

concluded that the Piston Companies were not managed on a day-to-day basis by minority group 

members. Following this determination, plaintiffs appealed, and the MMSDC appeals committee 

upheld the MMSDC’s previous decision to rescind the MBE certifications for the Piston 

Companies. Based upon this evidence, the MMSDC does not appear to have breached its duty to 

exercise due care in determining whether the Piston Companies qualified for MBE certification. 

Thus, plaintiffs are unlikely to succeed on the merits of their negligence claim. 

D. DEFAMATION

The circuit court also failed to address the elements of plaintiffs’ defamation claim. In 

order to establish a defamation claim, a plaintiff must prove: 

(1) a false and defamatory statement concerning the plaintiff, (2) an unprivileged 

communication to a third party, (3) fault amounting at least to negligence on the 

part of the publisher, and (4) either actionability of the statement irrespective of 

special harm (defamation per se) or the existence of special harm caused by 

publication. [Ghanam v Does, 303 Mich App 522, 544; 845 NW2d 128 (2014)

(quotation marks and citations omitted).]

“A communication is defamatory if, under all the circumstances, it tends to so harm the reputation 

of an individual that it lowers the individual’s reputation in the community or deters others from 

associating or dealing with the individual.” Kefgen v Davidson, 241 Mich App 611, 617; 617 

NW2d 351 (2000) (citations omitted). “Privilege can be used as a defense in a defamation action.” 

Bedford v Witte, 318 Mich App 60, 65; 896 NW2d 69 (2016) (citation omitted). “The elements of 

a qualified privilege are (1) good faith, (2) an interest to be upheld, (3) a statement limited in its 

scope to this purpose, (4) a proper occasion, and (5) publication in a proper manner and to proper 

parties only.” Prysak v RL Polk Co, 193 Mich App 1, 15; 483 NW2d 629 (1992) (citations 

omitted). “A plaintiff may overcome a qualified privilege only by showing that the statement was 

made with actual malice, i.e., with knowledge of its falsity or reckless disregard of the truth.” Id. 

(citation omitted). 

Plaintiffs are unlikely to succeed on their assertion that the rescission of the Piston 

Companies’ MBE certifications and removal of the Piston Companies from the NMSDC’s online 

database constitutes defamation. The MMSDC is a nonprofit corporate membership organization 

that facilitates business dealings between MBEs and a network of corporate members, with a

mission to advance business opportunities for certified MBEs and connect them to corporate 

members. Thus, MBEs are included in the NMSDC’s corporate database, which attracts potential 

customers. The limited record establishes that any communications were made in good faith and 

in furtherance of the MMSDC’s mission, or were made for the proper purpose of informing 

corporate members of the Piston Companies’ MBE statuses, were made after the certification and 

appellate processes were complete, and were published to the MMSDC’s corporate members on 

the NMSDC’s corporate database. Accordingly, the rescission of the Piston Companies’ MBE 

certifications and removal of the Piston Companies from the NMSDC’s online database were 

communications that conveyed accurate information, at least as far as can be determined at this 

juncture. Again, the MMSDC concluded that the Piston Companies did not qualify for MBE status 

after the certification and appellate processes were complete. The MMSDC justified its findings 

in its certification letter, thereby indicating that communications regarding the findings were not 
-9-

made with actual knowledge of their falsity or reckless disregard for their truth. If it turns out at 

the end of litigation that the assessment of who runs the day-to-day operations of the Piston 

Companies is Johnson, i.e., that MMSDC was incorrect, plaintiff will still need to prove that the 

denials were not implemented in good faith, and the record is not sufficiently developed to show 

a substantial likelihood of success in that regard.6

E. DECLARATORY RELIEF

Finally, plaintiffs have not shown a substantial likelihood of success on the merits of their 

claim for declaratory relief, though it is more of a close call than it was on plaintiffs’ other claims. 

“In a case of actual controversy within its jurisdiction, a Michigan court of record may declare the 

rights and other legal relations of an interested party seeking a declaratory judgment, whether or 

not other relief is or could be sought or granted.” MCR 2.605(A)(1). “An actual controversy 

exists when declaratory relief is needed to guide a plaintiff’s future conduct in order to preserve 

the plaintiff’s legal rights.” Lansing Sch Ed Ass’n v Lansing Bd of Ed (On Remand), 293 Mich 

App 506, 515; 810 NW2d 95 (2011) (quotation marks and citation omitted). 

Plaintiffs sought a declaratory judgment providing that the Piston Companies each 

qualified for MBE certification. Again, the MMSDC’s certification letter indicates that the Piston 

Companies are not managed on a day-to-day basis by minority group members, and that in making 

the determination the MMSDC reviewed the Piston Companies’ organizational structures, 

ownership and tax return documentation, board and shareholder documents, reporting structures, 

boards of directors and authority, company officers, and day-to-day management responsibilities. 

Notwithstanding this evidence, plaintiffs argue that each of the Piston Companies were managed 

on a day-to-day basis by Johnson. The extent of management involvement to satisfy MMSDC’s 

criteria of “a day-to-day basis” is not clear from the evidence. 

Nevertheless, in their affidavits, officers and presidents of the Piston Companies attested 

to Johnson’s involvement in each of the Piston Companies. Most notably, Fournier attested that 

Johnson engages in strategy development, operational execution, financial and business planning 

process optimization, internal environmental control, and talent management. Such activities 

include approving budgets and capital expenditures in excess of $1,000,000, participating in the 

board of directors meetings, participating in certain customer meetings, conducting strategic 

reviews, and approving personnel decisions for those that report directly to the officers and 

presidents of the Piston Companies. This evidence could indicate that Johnson does not manage 

the Piston Companies on a day-to-day basis because the decisions seem to be more high-level 

operational ones, yet depending on the definition used, the duties he performs could well meet that 

requirement. After all, whatever definition is used, one cannot expect a corporate officer to be 

involved in lower management or non-management decisions that are made on a daily basis to 

 

6 This is not meant to discount the evidence plaintiffs presented about possible alternative bases 

for the denial of the MBE certifications, as plaintiffs did present some evidence that could cause a 

reasonable person to question whether the denials were for the reasons stated by MMSDC, or for 

more retaliatory reasons unrelated to the make-up of the corporate hierarchy. 
-10-

keep the company functioning. Whether plaintiffs can succeed on the merits of their claim for 

declaratory relief is a 50-50 proposition. 

Aside from addressing the hold-harmless provision, the circuit court focused its attention 

on the equitable considerations, concluding that certain evidence “cast doubt upon Defendants’ 

explanation for their change in position regarding the member entities.” And combining that doubt 

about the ultimate certification decisions with the potential damage to the Piston Companies 

bottom line and corporate good will, the court concluded the preservation of the status quo was 

required. We now turn to those considerations.

2. IRREPARABLE HARM

“A particularized showing of irreparable harm is an indispensable requirement to obtain a 

preliminary injunction.” Pontiac Fire Fighters Union Local 376, 482 Mich at 9 (quotation marks, 

citation, and ellipses omitted). “The mere apprehension of future injury or damage cannot be the 

basis for injunctive relief.” Id. (citation omitted). 

Johnson attested that MBE certification and inclusion on the NMSDC’s Corporate Plus 

database allowed the Piston Companies to shift their business base to become less dependent on 

OEMs. Johnson also attested that Ford and Stellantis account for 75% of the Piston Companies’

sales portfolio, and both companies advertise their commitment to utilizing diverse suppliers. 

Most notably, Johnson attested that the Piston Companies are in the process of renewing their 

contracts with Stellantis, which are contingent on MBE certification. Although plaintiffs failed to 

present any evidence that the Stellantis or Ford business opportunities will be lost without MBE 

certification, Johnson’s testimony that certification is a contingency to contracting with Stellantis 

supports the trial court’s conclusion that plaintiffs could suffer losses, but financial losses are not 

irreparable damages. Pontiac Fire Fighters, 482 Mich at 9.

However, as the circuit court recognized, loss of good will can constitute irreparable harm. 

Slis v Michigan, 332 Mich App 312, 362-363; 956 NW2d 569 (2020). Here, plaintiffs submitted 

evidence that 75% of the total sales amongst the Piston Companies resulted from two clients, Ford 

and Stellantis, and both preferred or required MBE certification. And, the negotiation of new 

contracts with Stellantis was imminent. These factors, and the reputation of the Piston Companies 

being held out as MBE certified for many years, were sufficient to support the conclusion that 

plaintiffs could suffer loss of goodwill in the absence of an injunction. Id.

3. BALANCE OF HARDSHIPS

On balance, and as the circuit court found, there is a risk that plaintiffs would suffer greater 

harm by the absence of an injunction than the defendants would suffer if injunctive relief were 

granted. Again, Johnson’s testimony establishes that there is at least a risk that plaintiffs would 

suffer harm by the absence of an injunction. In comparison, injunctive relief presents relatively 

minor harm to the MMSDC. While the MMSDC has an interest in advancing its mission of 

facilitating business dealing between what it construes to be legitimate MBEs and a network of 

corporate members, the MMSDC suffers only minor harm by certifying the Piston Companies as 

MBEs while this litigation continues. After all, in the right case, that is the purpose of injunctive 

relief—place the parties in the status quo and let the judicial process resolve the dispute, without 
-11-

one party suffering harm that cannot later be remedied. And here the Piston Companies had 

attained MBE status for years prior to the revocation of MBE certification. Furthermore, plaintiffs 

agreed to indemnify the MMSDC for third-party liability arising out of the certification of 

information contained in the applications for MBE certification.

4. PUBLIC INTEREST

The issuance of a preliminary injunction would not significantly harm the public interest. 

On appeal, the MMSDC contends that the preliminary injunction significantly harmed the public 

interest because it violated defendants’ constitutional rights to freedom of speech and freedom of 

association. While it is true that “it is always in the public interest to prevent the violation of a 

party’s constitutional rights,” Liberty Coins, LLC v Goodman, 748 F 3d 682, 690 (CA 6, 2014), as 

explained below we do not take up these unpreserved arguments, and thus cannot conclude 

whether the injunction violates defendants’ First Amendment rights. As there is no other 

indication that a preliminary injunction affecting the MMSDC, a private entity, significantly harms 

the public interest, the circuit court’s findings on this factor cannot be disturbed.

C. FREEDOM OF SPEECH AND FREEDOM OF ASSOCIATION

The MMSDC argues for the first time on appeal that the preliminary injunction violated 

the MMSDC’s right to freedom of speech and freedom of association. For an issue to be preserved 

for appellate review, it must be raised in the trial court. Glasker-Davis v Auvenshine, 333 Mich 

App 222, 227; 964 NW2d 809 (2020). “[I]ssue preservation requirements only impose a general 

prohibition against raising an issue for the first time on appeal.” Id. (citation omitted). This Court 

reviews unpreserved constitutional issues for plain error affecting a litigant’s substantial rights. 

Bay Co Prosecutor v Nugent, 276 Mich App 183, 193; 740 NW2d 678 (2007). “To avoid forfeiture 

under the plain error rule, three requirements must be met: 1) the error must have occurred, 2) the 

error was plain, i.e., clear or obvious, 3) and the plain error affected substantial rights.” Kern v 

Blethen-Coluni, 240 Mich App 333, 336; 612 NW2d 838 (2000). Plain error affects a litigant’s 

substantial rights if the party is prejudiced by the error, meaning that the error affected the outcome 

of the lower court proceedings. Duray Dev, LLC v Perrin, 288 Mich App 143, 150; 792 NW2d 

749 (2010). 

This Court will generally decline to address unpreserved issues unless a miscarriage of 

justice will result from a failure to pass on them, the question is one of law and all the facts 

necessary for its resolution have been presented, or it is necessary for a proper determination of 

the case. Autodie, LLC v Grand Rapids, 305 Mich App 423, 431; 852 NW2d 650 (2014). 

Furthermore, this Court has stated that it “will not reach constitutional issues if cases may be 

resolved on other grounds.” Pythagorean, Inc v Grand Rapids Twp, 253 Mich App 525, 527; 656 

NW2d 212 (2002) (citation omitted). Here, neither constitutional argument pressed on appeal 

were raised in the trial court.7 We also do not see the necessity of addressing new arguments on 

 

7 We recognize that the injunction had not yet been entered when the arguments against its issuance 

were being made, but to preserve these arguments defendants should have at least argued the 

potential impact the injunction would have on their rights. 
-12-

appeal when there was no evidentiary hearing held, and thus no findings of fact to review, and the 

injunction requires defendants to temporarily do what they had done for many years.

III. CONCLUSION

We are not blind to the uniqueness of affirming a preliminary injunction when we have 

concluded that most of plaintiffs’ claims will not likely succeed on the merits, or all may be barred 

by a hold-harmless provision. But we are also cognizant that much deference is given on appeal 

to a circuit court’s decision to grant or deny the extraordinary equitable relief of a preliminary 

injunction. Importantly, the four factors governing consideration of injunctive relief are meant to

“simply guide the discretion of the court; they are not meant to be rigid and unbending 

requirements.” McPherson v Michigan High Sch Athletic Ass’n, Inc, 119 F3d 453, 459 (CA 6,

1997) (en banc) (citation omitted). And, when we apply that deference and conclude that the 

court’s discretion was not abused in its analysis of three of the four factors, we feel compelled to 

affirm this highly discretionary decision, and trust that the circuit court will handle the case with 

the attention, efficiency, and timeliness required when a preliminary injunction has been issued. 

See MCR 3.310(A)(5) (except when two limited exceptions apply, a trial must be held within six 

months of the preliminary injunction).

Affirmed.

/s/ Christopher M. Murray 

/s/ Michelle M. Rick