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

revision until final publication in the Michigan Appeals Reports.

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

DUNN COUNSEL, PLC,

Plaintiff-Appellee,

UNPUBLISHED

January 22, 2019

v No. 340790

Oakland Circuit Court

TODD N. ZAPPONE, CARRIE M. ZAPPONE, 

and SCRAPCO, LLC,

LC No. 2016-155011-CB

Defendants-Appellants.

Before: LETICA, P.J., and CAVANAGH and METER, JJ

PER CURIAM.

In this breach-of-contract action, defendants appeal as of right an order granting 

plaintiff’s motion for summary disposition and entering judgment in favor of plaintiff. 

Defendants’ issues on appeal, however, concern an order denying defendants’ motion to dismiss. 

We affirm in part, vacate in part, and remand for further proceedings consistent with this 

opinion.

I. BACKGROUND

The individual defendants are citizens of Ohio and were the subject of a civil-forfeiture

case in the United States District Court for the Northern District of Ohio. The individual 

defendants traveled to Michigan to seek plaintiff’s representation in the matter. After initially 

refusing, the firm’s namesake, Stephen Dunn, agreed to represent defendants and the individual 

defendants entered into an “engagement agreement” with plaintiff. Dunn represented the 

individual defendants in the civil-forfeiture case and assisted them in establishing defendant 

Scrapco, LLC. According to plaintiff, however, defendants failed to pay $60,570.74 in attorney

fees incurred by this representation. Accordingly, Dunn withdrew as defendants’ counsel and 

moved for a charging lien in the Ohio district court. While the charging-lien motion was 

pending in the Ohio district court, plaintiff also filed a breach-of-contract action against 

defendants in the circuit court for Oakland County, Michigan. Defendants filed a motion to 

dismiss the breach-of-contract claim, arguing that the circuit court lacked personal jurisdiction 

over them and that Michigan was an inconvenient forum. The circuit court denied defendants’
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motion to dismiss and granted plaintiff’s motion for summary disposition, ultimately entering a 

judgment in plaintiff’s favor for the requested amount plus interest and costs. This appeal 

followed.

II. LIMITED PERSONAL JURISDICTION

On appeal, defendants first argue that the circuit court could not exercise personal 

jurisdiction over them. We review de novo whether a court may exercise personal jurisdiction 

over a defendant. Yoost v Caspari, 295 Mich App 209, 219; 813 NW2d 783 (2012).

“When examining whether a Michigan court may exercise limited personal jurisdiction 

over a defendant, this Court employs a two-step analysis.” Id. at 222. This Court must first 

determine “whether jurisdiction is authorized by Michigan’s long-arm statute.” Id. If 

Michigan’s long-arm statute authorizes jurisdiction, we must then determine whether “the 

exercise of jurisdiction is consistent with the requirements of the Due Process Clause of the 

Fourteenth Amendment.” Id. (internal citation and quotation marks omitted). Michigan’s longarm statute establishes “the nature, character, and types of contacts that must exist for purposes 

of exercising personal jurisdiction. Due process, on the other hand, restricts permissible longarm jurisdiction by defining the quality of contacts necessary to justify personal jurisdiction 

under the constitution.” Id. at 222-223 (internal citation and quotation marks omitted).

Michigan’s long-arm statute provides that the “transaction of any business within the 

state” constitutes “a sufficient basis of jurisdiction to enable a court of record of this state to 

exercise limited personal jurisdiction over” an individual or corporation “and to enable the court 

to render personal judgments” arising out of that business relationship. MCL 600.705; MCL 

600.715. “The standard for deciding whether a party has transacted any business . . . is 

extraordinarily easy to meet” such that “even the slightest transaction” can be sufficient to bring 

a defendant within the reach of Michigan’s long-arm statute. Oberlies v Searchmont Resort, Inc, 

246 Mich App 424, 430; 633 NW2d 408 (2001) (internal citations and quotation marks omitted).

The facts of this case indicate that defendants’ actions constituted the “transaction of any 

business” in Michigan. Defendants initiated a business transaction with plaintiff by traveling 

from Ohio to Michigan to retain plaintiff as legal counsel. Defendants then proceeded to 

maintain contact with plaintiff at its Michigan office over the course of two years. Plaintiff 

expended 507.4 billable hours on defendants’ behalf, and 457 of those hours represented legal 

services that were performed at plaintiff’s Michigan office. Although defendants’ interaction 

with plaintiff in Michigan was relatively brief, their establishment of an attorney-client 

relationship is sufficient to meet the standard set forth in Michigan’s long-arm statute.

“Having found that defendant[s] fell within the scope of the Michigan long-arm statute, 

we next must consider whether the exercise of personal jurisdiction over defendant[s] would 

offend due process.” W H Froh, Inc v Domanski, 252 Mich App 220, 230; 651 NW2d 470 

(2002). This Court utilizes a three-pronged analysis for determining whether the exercise of 

limited personal jurisdiction satisfies due process:

First, the defendant must have purposefully availed itself of the privilege of 

conducting activities in Michigan, thus invoking the benefits and protections of 
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this state’s laws. Second, the cause of action must arise from the defendant’s 

activities in the state. Third, the defendant’s activities must be substantially 

connected with Michigan to make the exercise of jurisdiction over the defendant 

reasonable. [Yoost, 295 Mich App at 223 (internal citation omitted).]

“When undertaking a due process analysis case by case, a court should examine the defendant's 

own conduct and connection with the forum to determine whether the defendant should 

reasonably anticipate being haled into court there.” W H Froh, Inc, 252 Mich App at 230.

With regard to the first prong of the analysis, “purposeful availment” is “a deliberate 

undertaking to do or cause an act or thing to be done in Michigan.” Id. at 230-231. “The 

defendant must deliberately engage in significant activities within a state, or create continuing 

obligations between himself and residents of the forum to the extent that it is presumptively not 

unreasonable to require him to submit to the burdens of litigation in that forum as well.” Vargas 

v Hong Jin Crown Corp, 247 Mich App 278, 285; 636 NW2d 291 (2001) (internal citation and 

quotation marks omitted). Here, defendants entered into an agreement for representation with a 

Michigan law firm and maintained that attorney-client relationship for a significant portion of

their case. In doing so, defendants amassed an obligation to pay for 507.4 billable hours, 457 of 

which occurred in Michigan. Thus, we conclude that defendants purposefully availed themselves 

of the benefit of doing business within Michigan.

The second prong of the due-process analysis states that, in order for a nonresident 

defendant to be ordered to defend against a lawsuit in a foreign state’s court, the defendant 

“must, in a natural and continuous sequence, have caused the alleged injuries forming the basis 

of the plaintiff’s cause of action.” Oberlies, 246 Mich App at 437. Again, here, defendants 

initiated an attorney-client relationship during which they incurred an obligation to pay 

considerable attorney fees to plaintiff in Michigan. Defendants allegedly failed to do so, causing 

plaintiff financial injury for which plaintiff sought redress in a breach-of-contract lawsuit. 

Defendants’ alleged failure to pay for the representation they initiated forms the basis of 

plaintiff’s complaint, satisfying the second prong of the due-process analysis.

“The third prong of the due process analysis considers whether the defendant's activities 

were substantially connected with Michigan to make the exercise of jurisdiction over the 

defendant reasonable, i.e., whether Michigan’s exercise of jurisdiction comports with traditional 

notions of fair play and substantial justice.” W H Froh, Inc, 252 Mich App at 232. “To defeat 

jurisdiction, a defendant who purposely has directed his activities at a forum's residents must 

present a compelling case that the presence of other considerations render the forum's exercise of 

jurisdiction unreasonable.” Id. at 233. Michigan has a substantial interest in enforcing contracts 

entered in the state for services primarily performed here and defendants have not shown any 

undue burden in defending the lawsuit in Michigan. The individual defendants reside near the 

border of Michigan and Ohio, travelled to Michigan to seek representation, and had no apparent 

issue maintaining ties to Michigan throughout the pendency of their civil-forfeiture case. 

Defendants have not presented a compelling case to defeat jurisdiction.

Thus, we conclude that the circuit court could exercise limited personal jurisdiction over 

defendants.
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III. FORUM NON CONVENIENS

Defendants next argue that the circuit court abused its discretion by denying their motion 

to dismiss by failing to properly apply the doctrine of forum non conveniens. A trial court’s 

decision on a motion to dismiss based on the doctrine of forum non conveniens is reviewed for 

an abuse of discretion. Radeljak v Daimler Chrysler Corp, 475 Mich 598, 603; 719 NW2d 40 

(2006). “An abuse of discretion occurs when the decision results in an outcome falling outside 

the principled range of outcomes.” Id.

As opposed to personal jurisdiction—which presents a hard limit on the circuit court’s 

power to entertain a case—the doctrine of forum non conveniens recognizes the circuit court’s 

discretion under the common law to decline to exercise its jurisdiction when doing so would be 

inappropriate. Lease Acceptance Corp v Adams, 272 Mich App 209, 226; 724 NW2d 724 

(2006). Generally, the circuit court should invoke its discretion to decline jurisdiction “when 

convenience of the parties and ends of justice would be better served if [the] action were brought 

and tried in another forum.” Hernandez v Ford Motor Co, 280 Mich App 545, 551; 760 NW2d 

751 (2008) (internal citation and quotation marks omitted).

“After a party moves for dismissal on the basis of forum non conveniens, the court must 

consider two things: (1) whether the forum is inconvenient and (2) whether a more appropriate 

forum exists.” Lease Acceptance Corp, 272 Mich App at 226. To further this analysis, in Cray v 

General Motors Corp, 389 Mich 382, 395-396; 207 NW2d 393 (1973), the Michigan Supreme 

Court set forth the following list of balancing factors to analyze a forum non conveniens 

argument:

1. The private interest of the litigant.

a. Availability of compulsory process for attendance of unwilling and the 

cost of obtaining attendance of willing witnesses;

b. Ease of access to sources of proof;

c. Distance from the situs of the accident or incident which gave rise to the 

litigation;

d. Enforcibility [sic] of any judgment obtained;

e. Possible harassment of either party;

f. Other practical problems which contribute to the ease, expense and 

expedition of the trial;

g. Possibility of viewing the premises.

2. Matters of public interest.

a. Administrative difficulties which may arise in an area which may not be 

present in the area of origin;
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b. Consideration of the state law which must govern the case;

c. People who are concerned by the proceeding.

3. Reasonable promptness in raising the plea of forum non conveniens.

Here, the circuit court received briefing on the issue from the parties, but defendants

failed to appear for oral argument. At the hearing, the circuit court denied defendants’ motion to 

dismiss under the doctrine of forum non conveniens, concluding that Michigan was a reasonably 

convenient forum. Yet, in reaching this conclusion, the circuit court did not address any of the 

Cray factors. Thus, we must vacate the circuit court’s order and remand this case for the circuit 

court to consider defendants’ motion in light of the relevant Cray factors. See Lease Acceptance 

Corp, 272 Mich App at 228-229.

Affirmed in part, vacated in part, and remanded for further proceedings consistent with 

this opinion. We do not retain jurisdiction.

/s/ Anica Letica

/s/ Mark J. Cavanagh

/s/ Patrick M. Meter