-1- 

STATE OF MICHIGAN 

COURT OF APPEALS 

5504 REUTER, L.L.C., 

 Plaintiff-Appellant, 

UNPUBLISHED 

December 18, 2014 

v No. 317854 

Wayne Circuit Court 

DEUTSCHE BANK NATIONAL TRUST 

COMPANY, 

LC No. 11-011647-CK 

 Defendant-Appellee, 

and 

OLD REPUBLIC NATIONAL TITLE 

INSURANCE COMPANY, 

 Defendant. 

Before: RIORDAN, P.J., and BECKERING and BOONSTRA, JJ. 

PER CURIAM. 

 Plaintiff, 5504 Reuter LLC, appeals as of right the January 31, 2013 order granting 

summary disposition to defendant1

 Deutsche Bank National Trust Company on plaintiff’s claims 

for breach of contract, silent fraud, and fraudulent inducement. We affirm. 

I. PERTINENT FACTS AND PROCEDURAL HISTORY 

 The underlying action concerns property sold to plaintiff; the property was scheduled to 

be demolished at the time of the sale and plaintiff did not discover as much until after the sale 

was consummated, despite the fact that the demolition notice was a matter of public record. 

 

1

 Defendant Old Republic National Title Insurance Company entered into a settlement agreement 

with plaintiff after plaintiff filed its complaint. Hereinafter, all references to “defendant” will 

refer solely to Deutsche Bank National Trust Company. 
-2- 

 Plaintiff is an entity engaged in purchasing and rehabilitating houses and then selling 

those houses for a profit.2

 On or about April 25, 2011, plaintiff, by “special or limited warranty 

deed,” purchased a previously foreclosed and bank-owned residential structure located at 5504 

Reuter in Dearborn (“the property”). The seller listed on the sales contract was “Ocwen Loan 

Servicing, LLC,” which acted as a loan servicing agent for defendant pursuant to a pooling and 

servicing agreement dated May 1, 2003. Defendant was not mentioned in the sales agreement; 

however, it is undisputed that defendant owned the property before it was sold to plaintiff. 

Plaintiff paid $21,765 for the property, $20,000 of which was for the purchase of the property, 

and the remaining $1,765 of which was for unpaid taxes and closing costs. Addendum A to the 

sales agreement explained that the property was being sold “as-is, where-is, and with all 

faults[,]” that the seller did not make any representations about the property, and that plaintiff did 

not rely on any representations made by the seller. 

 As part of the sales transaction, plaintiff purchased title insurance from Old Republic 

National Title Insurance Company. Old Republic performed a title search and did not identify 

any encumbrances or defects in the title. Significantly, Old Republic’s title search did not reveal 

the demolition notice, which was recorded in the Wayne County Register of Deeds. It is unclear 

why Old Republic’s title search did not reveal the demolition notice. 

 Plaintiff purchased the property and began renovating the home. During the midst of 

renovations, a representative from the city of Dearborn visited the property and ordered that all 

work cease immediately. The city representative informed plaintiff that, since June 2005, the 

property had been the subject of demolition proceedings and that it was scheduled for demolition 

because the city had declared the home to be in a dangerous and unsafe condition. The 

demolition notice was recorded in the Wayne County Register of Deeds in June 2005. 

 On September 22, 2011, plaintiff filed a four-count complaint against defendant and Old 

Republic. Plaintiff asserted claims for breach of contract, silent fraud, and fraudulent 

inducement against defendant. It also asserted a claim for breach of contract against Old 

Republic. Plaintiff subsequently settled its claim against Old Republic, and the action proceeded 

against defendant.3 

 After the close of discovery, defendant moved for summary disposition pursuant to MCR 

2.116(C)(8) and (C)(10). Concerning plaintiff’s breach of contract claim, defendant noted that 

Ocwen, not defendant, was listed as the seller in the sales agreement with plaintiff and argued 

that, where it was not a party to the contract, it could not be held liable for breach of that 

agreement. Defendant also noted the “as-is” clause in Addendum A to the sales contract and 

argued that this clause prevented plaintiff from asserting a claim for breach of contract based on 

 

2

 According to plaintiff’s representations in its brief on appeal and in its opposition to 

defendant’s motion for summary disposition, plaintiff is well versed in real estate and purchasing 

distressed houses. 

3

 According to representations by defendant’s counsel at a January 17, 2013 motion hearing, 

plaintiff settled with Old Republic for $20,000—the full policy limit. 
-3- 

the demolition order. Regarding plaintiff’s claims for fraudulent inducement and silent fraud, 

defendant argued that it never made any representations or withheld any information from 

plaintiff. It also argued that plaintiff’s claims should fail because plaintiff was charged with 

constructive notice of the demolition order, as it was a matter of public record. 

 Following a hearing on defendant’s motion, the trial court granted summary disposition 

to defendant. The trial court noted that plaintiff alleged that it made inquiries about the property, 

but it failed to provide evidence of the substance of the inquiries, to whom the inquiries were 

made, and when the inquiries were made. The trial court noted that plaintiff’s affidavit from 

Joseph A. Traficante, Jr., a member of plaintiff, purported to provide evidence of the inquiries 

that plaintiff made to defendant, but the affidavit was “really vague[.]” The trial court, probing 

plaintiff’s counsel for more factual details, inquired whether discovery had closed, and plaintiff’s 

counsel confirmed that it had. After a thorough discourse regarding plaintiff’s claims and the 

sufficiency of its proofs, the trial court ultimately opined that plaintiff “got the . . . shaft”, but 

granted summary disposition to defendant on all of plaintiff’s claims. Concerning the breach of 

contract claim, the trial court found that there was no proof of a breach; it also noted that the 

sales contract was not signed by a representative of defendant and that the contract sold the 

property “as is.” Concerning fraudulent inducement and silent fraud, the trial court noted that 

plaintiff failed to identify specific statements or specific individuals who allegedly made 

statements to plaintiff. Further, it found that there was no duty to disclose something that was a 

matter of public record, so summary disposition was appropriate on plaintiff’s silent fraud claim. 

 Thereafter, the trial court denied plaintiff’s motion for reconsideration. This appeal 

followed. 

II. STANDARD OF REVIEW 

 An appellate court reviews de novo the trial court’s decision to grant summary 

disposition. Latham v Barton Malow Co, 480 Mich 105, 111; 746 NW2d 868 (2008). Defendant 

moved for summary disposition pursuant to MCR 2.116(C)(8) and (C)(10). It is apparent from 

the trial court’s comments at the summary disposition hearing that the trial court considered 

information outside of the pleadings. As such, this Court considers the motion to have been 

granted under MCR 2.116(C)(10). Hughes v Region VII Area Agency on Aging, 277 Mich App 

268, 273; 744 NW2d 10 (2007). In reviewing the trial court’s decision on a motion for summary 

disposition under MCR 2.116(C)(10), this Court “review[s] the evidence and all legitimate 

inferences in a light most favorable to the nonmoving party.” Coblentz v Novi, 475 Mich 558, 

567-568; 719 NW2d 73 (2006). Under MCR 2.116(C)(10), “[s]ummary disposition is 

appropriate if there is no genuine issue regarding any material fact and the moving party is 

entitled to judgment as a matter of law.” Latham, 480 Mich at 111. 

 Resolution of plaintiff’s issues also requires interpretation of the sales agreement and first 

addendum thereto. Contract interpretation is a question of law that this Court reviews de novo. 

Citizens Ins Co v Secura Ins, 279 Mich App 69, 72; 755 NW2d 563 (2008). “The goal of 

contract interpretation is to first determine, and then enforce, the intent of the parties based on 

the plain language of the agreement.” Harbor Park Market, Inc v Gronda, 277 Mich App 126, 

130; 743 NW2d 585 (2007). 
-4- 

III. BREACH OF CONTRACT 

 “A party asserting a breach of contract must establish by a preponderance of the evidence 

that (1) there was a contract (2) which the other party breached (3) thereby resulting in damages 

to the party claiming breach.” Miller-Davis Co v Ahrens Constr, Inc, 495 Mich 161, 178; 848 

NW2d 95 (2014). “It goes without saying that a contract cannot bind a nonparty.” AFSCME 

Council 25 v Wayne Co, 292 Mich App 68, 80; 811 NW2d 4 (2011) (citation and quotation 

omitted). 

 As an initial matter, summary disposition with regard to plaintiff’s breach of contract 

claim was appropriate because defendant was not a party to the contract. The sales contract and 

first addendum thereto only refer to Ocwen as the seller and the party with whom plaintiff 

contracted. The documents make no mention of defendant. “It goes without saying that a 

contract cannot bind a nonparty.” Id. (citation and quotation omitted). Moreover, plaintiff has 

not made an argument that Ocwen was acting as an agent for defendant in the underlying 

transaction or that, because of such an agency relationship, defendant should be held liable for 

any breaches by Ocwen. This Court should not make such an argument for plaintiff. “It is not 

enough for an appellant in his brief simply to announce a position or assert an error and then 

leave it up to this Court to discover and rationalize the basis for his claims, or unravel and 

elaborate for him his arguments . . . .” Mudge v Macomb Co, 458 Mich 87, 105; 580 NW2d 845 

(1998) (citation and quotation omitted). 

 Further, even ignoring that defendant is not listed on the sales contract, plaintiff cannot 

establish a breach of the contract. Plaintiff makes two arguments in support of its breach of 

contract claim. Plaintiff initially points to a city ordinance. The ordinance requires that the 

owner of property, or the owner’s agent, must, before consummating a sale of real property in 

the city of Dearborn, present the purchaser with a copy of an inspection report or certificate of 

occupancy. Dearborn Ordinance, § 11-42(a). One who violates the ordinance is subject to a 

misdemeanor or fine. Dearborn Ordinance, § 1-9(a). The ordinance does not provide a private 

right of action, nor does it permit a party to void an otherwise valid contract if the buyer failed to 

provide an inspection report. Here, it is undisputed that neither defendant nor Ocwen provided 

an inspection report to plaintiff. However, plaintiff makes no argument that this ordinance was a 

part of the contract. And, a review of the contract contains no mention of the ordinance or a duty 

on the part of the seller to provide an inspection report. Rather, the contract provides the 

opposite; it expressly stated that the seller, Ocwen, would not provide an inspection report and 

encouraged plaintiff to obtain an inspection report.4

 Plaintiff’s argument lacks merit. 

 Next, plaintiff argues that defendant breached the implied duty of good faith and fair 

dealing. This argument is meritless. “Unlike some other jurisdictions, Michigan does not 

recognize a cause of action for breach of the implied covenant of good faith and fair dealing.” In 

re Leix Estate, 289 Mich App 574, 591; 797 NW2d 673 (2010) (citation and quotation omitted). 

See also Belle Isle Grill Corp v Detroit, 256 Mich App 463, 476; 666 NW2d 271 (2003) 

 

4

 Plaintiff concedes that its representative did perform a visual inspection of the property before 

the sale. 
-5- 

(explaining that “Michigan does not recognize a claim for breach of an implied covenant of good 

faith and fair dealing . . . and therefore [the trial court] properly dismissed this claim.”). In order 

to succeed on a breach of contract claim, plaintiff would need to show a breach of the terms of 

the contract itself; it cannot premise a breach of contract action on a breach of the implied duty 

of good faith and fair dealing. In re Leix Estate, 289 Mich App at 591. Plaintiff has not done so. 

Accordingly, there was no genuine issue of material fact on the breach of contract claim and 

plaintiff is not entitled to relief. See Latham, 480 Mich at 111. 

IV. SILENT FRAUD 

 Plaintiff next argues that the trial court erred when it granted summary disposition on its 

silent fraud claim. “Silent fraud has also long been recognized in Michigan.” Titan Ins Co v 

Hyten, 491 Mich 547, 557; 817 NW2d 562 (2012). 

This doctrine holds that when there is a legal or equitable duty of disclosure, [a] 

fraud arising from the suppression of the truth is as prejudicial as that which 

springs from the assertion of a falsehood, and courts have not hesitated to sustain 

recoveries where the truth has been suppressed with the intent to defraud. [Id.

(citation and quotation omitted).] 

“To prove silent fraud, also known as fraudulent concealment, the plaintiff must show that the 

defendant suppressed the truth with the intent to defraud the plaintiff and that the defendant had a 

legal or equitable duty of disclosure.” Lucas v Awaad, 299 Mich App 345, 363-364; 830 NW2d 

141 (2013). “A plaintiff cannot merely prove that the defendant failed to disclose something; 

instead, a plaintiff must show some type of representation by words or actions that was false or 

misleading and was intended to deceive.” Id. at 364 (citation and quotation omitted). “Silent 

fraud is essentially the same [as fraudulent misrepresentation] except that it is based on a 

defendant suppressing a material fact that he or she was legally obligated to disclose, rather than 

making an affirmative misrepresentation.” Alfieri v Bertorelli, 295 Mich App 189, 193; 813 

NW2d 772 (2012). 

 Whether a duty to disclose exists is a question of law. Lucas, 299 Mich App at 365. 

“Such a duty may arise by law or equity; an example of the latter is a buyer making a direct 

inquiry or expressing a particularized concern.” Alfieri, 295 Mich App at 193. “A misleading 

incomplete response to an inquiry can constitute silent fraud.” Id. at 193-194. As explained in 

M&D, Inc v WB McConkey, 231 Mich App 22, 29; 585 NW2d 33 (1998) 

Our Supreme Court has recognized a vendor’s duty to disclose material facts 

when the vendor and purchaser have generally discussed the condition at issuewhen the purchaser has expressed some particularized concern or made a direct 

inquiry-and the seller fails to fully disclose the material facts within the seller’s 

knowledge related to the condition and the buyer detrimentally relies upon the 

resulting misdirection. 

Fraud “is not to be lightly presumed, but must be clearly proved . . . by clear, satisfactory and 

convincing evidence . . . .” Cooper v Auto Club Ins Ass’n, 481 Mich 399, 414; 751 NW2d 443 

(2008) (citations and quotations omitted). 
-6- 

 We find that summary disposition was appropriate because plaintiff failed to produce 

evidence to demonstrate a genuine issue of material fact concerning whether defendant had a 

duty to disclose the existence of the recorded demolition order. Plaintiff contends that it made a 

“direct inquiry” to defendant concerning whether there were any problems or issues with the 

property. However, plaintiff failed to provide factual support for this assertion. Plaintiff cites 

Traficante’s affidavit, which states: 

I made several inquiries with the seller as to the current status of the home. . . . I 

was told repeatedly by the seller and the listing agent that other than the physical 

and aesthetic shortcomings, there were no other issues pending that would impede 

my ownership of this house, or my plans to renovate same. 

This affidavit does not suffice to create a genuine issue of material fact as to whether plaintiff 

made a particularized inquiry to defendant that would create an equitable duty of disclosure. 

Traficante’s affidavit only mentions “the seller,” which was Ocwen, not defendant. Where 

defendant was not the seller, it is unclear if this allegation even refers to defendant, and plaintiff 

has not articulated an agency theory in an attempt to hold defendant liable for any acts by 

Ocwen. Further, Traficante’s affidavit does not specify the individual who made the alleged 

representation or when the alleged representation was made, and it is vague as to the substance 

of the representation. The affidavit amounts to nothing more than conclusory statements that are 

devoid of detail, and, even when viewed in a light most favorable to plaintiff, these statements do 

not create a genuine issue of material fact on the issue of whether defendant owed plaintiff a duty 

of disclosure. See Quinto v Cross & Peters Co, 451 Mich 358, 371-372; 547 NW2d 314 (1996) 

(explaining that conclusory allegations that are devoid of detail are insufficient to create a 

genuine issue of material fact). Additionally, the record does not contain any other factual 

support for plaintiff’s claim. At most, plaintiff asserted that defendant knew the truth; plaintiff 

did not support its contention that defendant made any representations or any attempts to conceal 

the truth. That is not enough to create a genuine issue of material fact on a silent fraud claim. 

See Lucas, 299 Mich App at 363-364. See also Roberts v Saffell, 280 Mich App 397, 404; 760 

NW2d 715 (2008) (explaining that it is not enough to merely allege that the defendant knew the 

truth but made no representations). 

 In addition, there was no genuine issue of material fact concerning whether defendant 

was under a legal duty to disclose the demolition notice. A legal duty of disclosure may arise by 

contract. M&D, Inc, 231 Mich App at 33. Here, as noted, defendant was not a party to the 

contract. And, to the extent defendant could be considered a party to the contract, the contract 

expressly stated that it disclaimed any warranties and that the property was being sold “as is.” 

This could not create a legal duty of disclosure. See id. (finding that the plaintiff failed to 

establish a legal duty pursuant to a sales contract when the contract expressly disclaimed 

representations and warranties and stated that the property was being sold “as is.”). 

 In arguing that summary disposition was inappropriate, plaintiff attempts to compare this 

case to cases involving latent defects. See, e.g., Clemens v Lesnek, 200 Mich App 456, 460-461; 

505 NW2d 283 (1993) (discussing cases where latent defects were concealed). However, this 

was not a case involving a latent defect. Rather, it was a case where the matter that was alleged 

to have been concealed—the existence of the demolition notice—was a matter of public record. 

And, more importantly, there is no genuine issue of material fact regarding whether defendant 
-7- 

had a duty to disclose the demolition notice to plaintiff. Therefore, the trial court did not err in 

granting summary disposition to defendant. 

V. FRAUDULENT INDUCEMENT 

 Plaintiff next argues that the trial court erred by granting summary disposition on its 

fraudulent inducement claim. This claim required plaintiff to establish that: 

(1) the defendant made a material representation; (2) the representation was false; 

(3) when the defendant made the representation, the defendant knew that is was 

false, or made it recklessly, without knowledge of its truth and as a positive 

assertion; (4) the defendant made the representation with the intention that the 

plaintiff would act upon it; (5) the plaintiff acted in reliance upon it; and (6) the 

plaintiff suffered damage. [Rooyakker & Sitz, PLLC v Plante & Moran, PLLC, 

276 Mich App 146, 161; 742 NW2d 409 (2007) (citations and quotation 

omitted).] 

 The trial court did not err by granting summary disposition under MCR 2.116(C)(10) 

because plaintiff failed to establish a genuine issue of material fact on its fraudulent inducement 

claim. Plaintiff’s brief, as well as the documents submitted before the trial court, fail to identify 

a material, false representation made by defendant. Plaintiff’s proofs failed to allege any 

representation by defendant. Traficante’s affidavit alleged, generally, “I was told repeatedly by 

the seller and the listing agent” that there were “no other issues pending that would impede my 

ownership of this house, or my plans to renovate the same.” Notably, this affidavit does not 

allege any representations made by defendant. It only refers to representations made by “the 

seller”—Ocwen—and “the listing agent,” neither of whom are defendant. Further, plaintiff does 

not argue an agency theory whereby it seeks to hold defendant liable for representations made by 

its agents. More significantly, even if plaintiff had advanced such a theory, the claim would not 

survive a motion for summary disposition pursuant to MCR 2.116(C)(10). Traficante’s affidavit 

makes nothing more than conclusory, sweeping allegations. It makes no reference to the specific 

individual who made the alleged representations, the specific content of the alleged 

representation, or the timing of the alleged representation. Fraud must be proved by clear and 

convincing evidence. Cooper, 481 Mich at 414. These broad, conclusory allegations by 

plaintiff, which are wholly lacking in detail, are insufficient to create a genuine issue of material 

fact. See Quinto, 451 Mich at 371-372. See also LaMothe v Auto Club Ins Ass’n, 214 Mich App 

577, 586; 543 NW2d 42 (1995) (“[M]ere speculations are not sufficient to overcome a motion 

for summary disposition. As a result, plaintiff’s claims of fraud were appropriately dismissed 

pursuant to MCR 2.116(C)(8) and (10).”). 

VI. MOTION FOR RECONSIDERATION 

 With no development of the issue, plaintiff contends that the trial court erred in denying 

its motion for reconsideration. Because plaintiff failed to adequately brief this issue, we could 

find the matter abandoned. See Mudge, 458 Mich at 105. Furthermore, the issue is meritless. 

This Court reviews the trial court’s decision on a motion for reconsideration for an abuse of 

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

motion for reconsideration, MCR 2.119(F)(3) provides: 
-8- 

Generally, and without restricting the discretion of the court, a motion for 

rehearing or reconsideration which merely presents the same issues ruled on by 

the court, either expressly or by reasonable implication, will not be granted. The 

moving party must demonstrate a palpable error by which the court and the 

parties have been misled and show that a different disposition of the motion must 

result from correction of the error. 

Here, plaintiff’s motion for reconsideration merely raised the same arguments that plaintiff now 

raises in its brief on appeal. These arguments raised the same issues that had already been ruled 

upon by the trial court. And, as noted above, these arguments lacked merit. Therefore, the trial 

court did not abuse its discretion when it denied plaintiff’s motion for reconsideration. Yoost, 

295 Mich App at 220. 

VII. DEFENDANT’S ALTERNATE GROUNDS FOR AFFIRMANCE 

 As an alternate ground for affirmance, defendant argues that plaintiff is not entitled to 

any relief because it contends that the only party who should be liable to plaintiff in this instance 

is Old Republic, and that defendant should not be held responsible for Old Republic’s failure to 

identify the demolition notice in its title search. Because summary disposition was appropriate 

for the reasons discussed above, we need not consider defendant’s alternate grounds for 

affirmance. See Bloemendaal v Town & Country Sports Center, Inc, 255 Mich App 207, 216; 

659 NW2d 684 (2002). 

Affirmed. 

/s/ Michael J. Riordan 

/s/ Jane M. Beckering 

/s/ Mark T. Boonstra