If this opinion indicates that it is “FOR PUBLICATION,” it is subject to revision until final publication in the Michigan Appeals Reports.

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### 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

MUZAFFAR H. LAKHANI

,

Plaintiff

- Appell ant
, UNPUBLISHED May 25, 2023

V No. 360087 Wayne Circuit Court CITY OF INKSTER

, LC No. 20

- 006858

- CD

Defendant

- Appell ee

.

Before: R ICK , P .J., and S HAPIRO and O’B RIEN , JJ.

P ER C URIAM

. Plaintiff appeals as of right the circuit court’s order granting defendant’s motion for summary disposition with respect to plaintiff’s claims of breach of contract. We affirm.

I. BACKGROUND

This action arises out of the termination of plaintiff’s employment by defendant. Plaintiff began working for defendant in July 199 8 and event ually bec ame the head of defendant’s engineering department. Defendant terminated pla intiff’s employment on January 18, 2013. Plaintiff does not contest the legality of defendant’s decision to fire him , and i nstead asserts that he was entitled to severance payments in the amount of $64,407.33

, a s well as retirement healthcare benefits that were to be dispersed when he reached retirement age . Regarding his entitlement to severance payments, the record indicates that defendant offered to pay plaintiff the benefits he was owed in exchange for plaintiff’s signature on a release of all pot ential legal claims against defendant . He was to sign and return the release no later than April 2013. Plaintiff refused

. As to healthcare benefits, there is no indication that defendant ever agreed to provide such to plaintiff after he was terminated.

Plaintiff reached retirement age in 2018 . D efendant continued to refuse to pay plaintiff retirement benefits , but confirmed that plaintiff was owed severance benefits and again agreed to
pay plaintiff i f he would sign the release . Rather than sign the r elease, p laintiff sued defendant in federal court

, asserting a number of state

- and federal

- law claims. Plaintiff’s state

- law claims included violations of the Elliot

- Larsen Civil Rights Act (ELCRA), MCL 37.2101 et seq. , and the Freedom of Information Act (FOIA), MCL 15.231 et seq ., as well as claims of breach of contract- 2

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and conversion , whereas his federal

- law claims included violations of Title VII of the Civil Rights Act (CRA) , 42 USC 2000e et seq. , and of the Employee Retirement Income Security Act (ERISA)

, 29 USC 1001 et seq

. The federal court declined to exercise supplemental jurisdiction over plaintiff’s state

- law claims . It dismissed them without prejudice. Plaintiff then filed an amended complaint that pared down his claims to three counts of discrimination in violation of Title VII of the CRA. S pecifically, plaintiff alleged that defendant violated his civil rights on the basis of national origin, race, or religion by denying him severance benefits when his employment was terminated

, and by subsequently den ying him retiree healthcare benefits when he reached retirement age. Defendant moved for summary judgment , and t he federal court granted the motion. It ruled that plaintiff’s Title VII claims regarding severance benefits failed because th ey were time

- barred, o r alternatively barred for failure to exhaust all available administrative remedies

, as required by Title VII. With respect to plaintiff’s claims for retiree health care benefits, the federal court determined the claims failed because plaintiff was not contractually entitled to such benefits.

After his federal case was entirely dismissed , p laintiff pur sued the instant action against defendant in state court , asserting claims of violation of the ELCRA, FOIA, and breach of contract. In lieu of answering plaintiff’s complaint , defendant filed a motion for summary disposition

. Defendant argu ed that the contract claim with respect to severance payments w ere time

- barred

. It further maintained that the contract claim with respect to retire e healthcare benefits was barred by collateral estoppel , given defendant’s complete success in the federal suit. Plaintiff argued in response that his severance benefits claim was not time

- barred because one of defendant’s employee s expressly acknowledged his entitlement to severance benefits, which th erefore revived the limitations period

. P laintiff did not address the collateral estoppel argument or acknowledge the outcome of the federal lawsuit

. A fter noting that plaintiff neither acknowledged the pri or federal lawsuit nor discussed the collateral estoppel issue, the trial court granted defendant summary disposition under MCR 2.116(C)(7) (claim barred by operation of law) . The trial court did not address defendant’s statute

- of

- limitations argument. T his appeal followed.

II. ANALYSIS

Plaintiff a rgues that the trial court improperly applied the doctrine of collateral estoppel to bar his severance and retiree healthcare benefits claims. We hold that collateral estoppel barred the claim for retiree hea lthcare benefits, but not the claim for severance benefits . We affirm the dismissal of the latter, however, on the ground that that claim was barred by the applicable statute of limitations.

We first turn to plaintiff’s collateral estoppel claims. Applicability of the collateral estoppel doctrine is a question of law that we review de novo. McMichael v McMichael , 217 Mich App 723, 727; 552 NW2d 688 (1996). “Collateral estoppel precludes relitigation of an issue in a subsequent, different cause of action between the same parties when the prior proceeding culminated in a valid final judgment and the issue was actually and necessarily determined in that prior proceeding.” Rental Props Owners Ass’n v Kent Co Treasurer , 308 Mich App 498, 528; 866 NW2d 817 (2014). For collateral estoppel to apply, the following elements must be met: “(1) a question of fact essential to the judgment must have been actually litigated and determined by a valid and final judgment; (2) the same parties must have had a full a nd fair opportunity to litigate- 3

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the issue; and (3) there must be mutuality of estoppel.” William Beaumont Hosp v Wass , 315 Mich App 392, 398, 889 N W 2d 745 (2016) (quotation marks and citation omitted). The issues in both cases must be identical, rather t han just similar, and “[t] he previous litigation must have presented a ‘full and fair’ opportunity to litigate the issue presented in the subsequent case. ” Keywell & Rosenfeld v Bithell , 254 Mich App 300, 340, 657 N W 2d 759 (2002)

.

T he issue of whether pl aintiff was entitled to retiree healthcare benefits was litigated in federal court , which resulted in a valid final judgment for defendant

. Thus, collateral estoppel applies with respect to plaintiff’s healthcare benefits contract claim. In the federal s uit, plaintiff alleged that he was contractually entitled to retiree health care benefits

, and that defendant violated Title VII of the CRA by denying him those benefits on the basis of his national origin, race, or religion

. Here, plaintiff claims that de fendant simply breached its contract with plaintiff by denying him those same benefits. Whether plaintiff was entitled to those benefits was a crucial issue in both cases. In the federal case, the court did not need to reach the question of defendant’s racial

, religious, or national

- origin animus, instead ruling that plaintiff was not contractually entitled to the benefits because he lacked the number of years of service required for eligibility

. In other words, d efendant c ould not have breached its con tract with plaintiff if the contract did not actually require defendant to provide plaintiff the benefits requested. That factual and legal conclusion now carries over to defeat relitigation of the claim for retiree healthcare benefits here. And since th e issue of whether plaintiff was contractually entitled to retiree health care benefits

was actually and necessarily decided in a prior l awsuit involving the same parties ( which resulted in a valid final judgment on the merits ) collateral estoppel now bars plaintiff’s contract claim regarding those benefits. The trial court thus properly granted summary disposition with respect
to plaintiff’s claim for retiree healthcare benefits.

T he doctrine of collateral estoppel does not apply to plaintiff’s claim rega rding severance benefit s, however, because t he federal court did not rule on whether plaintiff was entitled to such payments in the prior lawsuit . Instead, the federal court concluded that the Title VII claim was time

- barred, or, alternatively, that plain tiff failed to exhaust his administrative remedies before commencing action. Th us, the issue was never actually litigated in the federal case because the substantive merits of th e claim had no bearing on whether plaintiff met the procedural requirements of Title VII for filing that claim. Accordingly, the trial court improperly granted summary disposition on the basis of collateral estoppel with respect to plaintiff’s claim for

severance benefits

.

We nevertheless find th at this error does not require reversal because t he claim is barred by the applicable statute of limitations

. Whether a cause of action is time

- barred is a question of law subject to de novo review. Trentadue v Buckler Lawn Sprinkler , 479 Mich 378, 386; 738 NW2d 664 (2007)

. The statute of limitations applicable to plaintiff’s breach of contract claim here is six years from the date the claim accrued. MCL 600.5807(9). Plaintiff’s claim for breach of an alleged contractual requirement to pay him severanc e accrued when defendant fired him in January 2013 , though d efendant appears to concede that the latest possible accrual date would have be en when plaintiff learned that an offered severance payment would require him to sign a nd return a release no later t han April 2013. Thus, the statute of limitations would have expired in April 2019 at the very latest. Plaintiff filed this lawsuit on May 29, 2020, more than seven years later , and clearly well after the statute of limitation s expired.- 4

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Plaintiff argues, however, that MCL 600.5866 revive d his claim with respect to the severance payment s . Th e statute provides for the revival of an otherwise time

- barred breach of contract claim where the party in breach acknowledges

, or promises to perform

, the obligation in writing: Express or implied contracts which have been barred by the running of the period of limitation shall be revived by the acknowledgment or promise of the party to be charged

. But no acknowledgment or promise shall be recognized as effective to bar the running of the period of limitations or revive the claim unless the acknowledgment is made by or the promise is contained in some writing signed by the party to be charged by the action

.

To revive an otherwise time

- barred contract claim, the written “ acknowledgment must contain an unqualified and direct admission of a present subsisting debt which the party is liable and willing to pay and be unaccompanied by any circumstances or declarations which repel the presumption of a promis e or intention to pay .” Adams v Detroit , 232 Mich App 701, 707; 591 NW2d 67 (1998) (quotation marks and citations omitted) . Plaintiff contends that defendant’s counsel wrote an e

- mail to plaintiff’s counsel that constituted an admission that plaintiff wa s entitled to a severance payment. But the record does not support this assertion . In the relevant e

mail

, defendant’s attorney merely proposed a settlement in exchange for a signed releas e, noting that he believed plaintiff was “not entitled” to the set tlement amount offered

. It therefore appears that defendant did not present the admission plaintiff claim s and instead denied any liability to pay plaintiff severance benefits . As it stands, we find that the evidence presented is insufficient to revive the limitations period under MCL 600.5866.

Although the trial court incorrectly ruled that collateral estoppel barred plaintiff’s claim for

a severance benefit, the trial court’s ruling on the alternative basis th at the claim was ti me

- barred under MCL 600.5807(9) was correct. “ ‘When this Court concludes that a trial court has reached the correct result, this Court will affirm even if it does so under alternative reasoning.’ ” Kosmyna v Botsford Community Hosp , 238 Mich App 694, 70 1; 607 NW2d 134(1999), quoting Messenger v Ingham Co Prosecutor , 232 Mich App 633, 643; 591 NW2d 393 (1998). 1 Accordingly, plaintiff’s claims must fail.

Affirmed

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/s/ Michelle M. Rick /s/ Douglas B. Shapiro /s/ Colleen A. O’Brien

1 The parties do not dispute that plaintiff’s breach of contract claim related to the retiree health care benefits wa s timely filed, given that the claim accrued in 2018, less than six years before plaintiff filed this lawsuit. See Miller

- Davis Co v Ahrens Const, Inc

, 495 Mich 161, 180; 848 NW2d 95 (2014) ( stating that a single contract can have multiple breaches on multiple dates, each of which is a separate claim with a separate accrual date from which the statute of limitations runs). As discussed above, plaintiff’s claim for retiree healthcare benefits wa s nevertheless barred by the operation of the doctrine of collateral estoppel

.