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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: W ILDER , P.J., and S HAPIRO and R ONAYNE K RAUSE , JJ.

P ER C URIAM

. Plaintiff appeals by right the trial court’s denial of its mot ion for summary disposition and grant of summary disposition in favor of defendant. Defend ant was appointed by the trial court to a receivership to ove rsee certain businesses involved in an underlying lawsuit; as part of his receivership, he retained pl aintiff to perform legal servic es in connection with the receivership. The receivership appointment order specified tha t the receivership estate was to pay the receiver’s fees and expenses, including compensating pl aintiff. 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 i s 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 cour se, ordinarily be obligated to compensate those attorneys pur suant to their contract. Howe ver, an agent who contracts with a third party on behalf of a disc losed principal is generally n ot 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 off icer 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 state s. In accord is authority st ating:-2- One who contracts with the court through the receiver becomes, in effect, a party to the receivership proce edings 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 case s 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 def endant’s appointment by the tria l court as receiver. There is no plausible dispute that defendant was lawfully acting within the scope of his receivership authority at all rele vant times and that pl aintiff was aware of that fact.

Defendant did agree that plaintiff is entitled to be paid. Ho wever, the evidence shows that defendant did not concede that he was obligated to make that payment personally. Plaintiff apparently believes that defenda nt’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 t he 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 predic ated on the agreement to pay for services rendered to him as receiver under the retainer agreeme nt and, as discussed above, defendant is not personally lia ble for those services.

The trial court properly gran ted summary disposition in favor of defendant and properly denied summary disposition to plaintiff. In light of our concl usion 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