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STATE OF MICHIGAN 

COURT OF APPEALS 

HOWARD & HOWARD ATTORNEYS, 

P.L.L.C., 

 Plaintiff/Counter-DefendantAppellant, 

FOR PUBLICATION 

July 30, 2015 

9:00 a.m. 

v No. 320291 

Oakland Circuit Court 

PETER JABBOUR, LC No. 2012-128121-CK 

 Defendant/Counter-PlaintiffAppellee. 

Before: WILDER, P.J., and SHAPIRO and RONAYNE KRAUSE, JJ. 

PER CURIAM. 

 Plaintiff appeals by right the trial court’s denial of its motion for summary disposition 

and grant of summary disposition in favor of defendant. Defendant was appointed by the trial 

court to a receivership to oversee certain businesses involved in an underlying lawsuit; as part of 

his receivership, he retained plaintiff to perform legal services in connection with the 

receivership. The receivership appointment order specified that the receivership estate was to 

pay the receiver’s fees and expenses, including compensating plaintiff. However, the parties to 

the underlying lawsuit settled and, despite being ordered to do so, never paid the entirety of 

plaintiff’s fees. Plaintiff commenced the instant suit against defendant personally, which the trial 

court deemed impermissible. We affirm. 

 The trial court’s ruling on a motion for summary disposition is reviewed de novo on 

appeal. Oliver v Smith, 290 Mich App 678, 683; 810 NW2d 57 (2010). 

 A party who retains attorneys such as plaintiff would, of course, ordinarily be obligated 

to compensate those attorneys pursuant to their contract. However, an agent who contracts with 

a third party on behalf of a disclosed principal is generally not liable to the third party in the 

absence of an express agreement to be held liable. Nat’l Trout Festival, Inc v Cannon, 32 Mich 

App 517, 521; 189 NW2d 69 (1971); Huizenga v Withey Sheppard Assoc, 15 Mich App 628, 

633; 167 NW2d 120 (1969). A court-appointed receiver is an officer or agent of the court. In re 

Kennison Sales & Engineering Co, Inc, 363 Mich 612, 618; 110 NW2d 579 (1961). The order 

of appointment explicitly so states. In accord is authority stating: 
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 One who contracts with the court through the receiver becomes, in effect, 

a party to the receivership proceedings in respect of the court’s future dealings 

with him or her and his or her rights under the contract. [75 CJS, Receivers, § 

165, pp 509-510.] 

Similarly: 

 The general rule is that an allowance of attorney fees in cases of this 

nature is properly made to the receiver and not directly to the attorneys, and that 

the attorneys must look to the receiver for their compensation, but they cannot 

hold the receiver personally liable. [65 Am Jur 2d, Receivers, § 225, pp 780-

781.] 

The parties’ contract in this case explicitly and unambiguously stated that all legal services were 

being performed pursuant to defendant’s appointment by the trial court as receiver. There is no 

plausible dispute that defendant was lawfully acting within the scope of his receivership 

authority at all relevant times and that plaintiff was aware of that fact. 

 Defendant did agree that plaintiff is entitled to be paid. However, the evidence shows 

that defendant did not concede that he was obligated to make that payment personally. Plaintiff 

apparently believes that defendant’s concession established an account stated. See Fisher Sand 

& Gravel Co v Neal A Sweebe, Inc, 494 Mich 543, 554-555; 837 NW2d 244 (2013) (explaining 

that an open account is converted into an account stated when the parties agree to a sum due 

from one to another). Defendant did not agree that he owed the sum; only that plaintiff was 

owed it. In any event, defendant’s alleged liability is predicated on the agreement to pay for 

services rendered to him as receiver under the retainer agreement and, as discussed above, 

defendant is not personally liable for those services. 

 The trial court properly granted summary disposition in favor of defendant and properly 

denied summary disposition to plaintiff. In light of our conclusion that defendant cannot be held 

personally liable for the amount due plaintiff on these facts, we need not address the remaining 

issues plaintiff raises on appeal. Affirmed. 

/s/ Kurtis T. Wilder 

/s/ Douglas B. Shapiro 

/s/ Amy Ronayne Krause