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

SAMIR K. JAMIL, MD and SANA JAMIL,

Plaintiffs/CounterdefendantsAppellants,

UNPUBLISHED

June 29, 2023

v No. 361563

Oakland Circuit Court

TBI PROPERTIES, LLC, NIBRAS JAMIL, and 

JOANNA THOMAS,

LC No. 2017-157646-CH

Defendants/CounterplaintiffsAppellees,

and

WLI PROPERTIES, LLC, CUMMINGS, 

MCCLOREY, DAVIS & ACHO, PLC, BFS 

RETAIL & COMMERCIAL OPERATIONS, LLC, 

and OAKLAND COUNTY TREASURER,

Defendants.

Before: HOOD, P.J., and SHAPIRO and YATES, JJ.

PER CURIAM.

This dispute over a family business has been here before. In 2020, we vacated a verdict of 

no cause of action rendered at a bench trial and remanded the case “for additional findings of fact 

explaining the purpose of [three contractual] [a]greements and whether additional consideration 

was present.” On remand, the trial court denied plaintiffs’ request to reopen the proofs, gave more 

attention to the three contractual agreements, and again concluded that defendants were entitled to 

a verdict of no cause of action. On appeal, we affirm that verdict.
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I. BACKGROUND

Plaintiffs Samir K. Jamil, M.D., (Dr. Jamil) and Sana Jamil (Sana), a married couple, filed 

this case in 2017 requesting judicial foreclosure and other relief arising from a purported $510,000

loan. That loan was reflected in a December 19, 2014, promissory note identifying the borrowers 

as defendants TBI Properties, LLC (TBI Properties), Nibras Jamil (Nibras), and Joanna Thomas 

(Joanna)—both sisters-in-law of Sana. The promissory note was accompanied by an “Assignment 

of Membership Interest and Security Agreement” executed by the three obligors on December 23, 

2014, and a “Letter Agreement” dated December 19, 2014. Those two additional documents made

reference to “the sale of a building at 32600 John R., Madison Heights, Michigan . . . in the event 

Borrower defaults on the Note or the Security Agreement.” That building owned by TBI Properties 

had housed a computer business called Computer Builders Warehouse (CBW) that was owned and 

run by the husbands of Nibras and Joanna.

The three contractual agreements were the byproduct of a convoluted business relationship 

that began several years earlier. Specifically, Dr. Jamil formed a company called SNJ Enterprises, 

Inc. (SNJ), for the purpose of operating a computer business.1 Dr. Jamil funded SNJ using checks 

from his personal account, and he hired the husbands of Nibras and Joanna to work for SNJ. The 

husbands were embroiled in litigation arising from their prior business venture, CBW, which led 

to a financial obligation of nearly $3 million to a creditor, Parviz Deneshgari. Plaintiffs contended

that they loaned the husbands money to get the business of SNJ called Computer Direct running, 

but the husbands could not repay those loans after they lost the CBW litigation to Deneshgari. The 

resolution of that dilemma purportedly involved the contemplated sale of SNJ to the husbands for 

$510,000, accomplished with three contractual agreements at the heart of this case. The building 

owned by TBI Properties that had housed CBW and subsequently became the home of Computer 

Direct was to serve as the collateral for the $510,000 loan to cover the purchase price for SNJ.

The competing parties all seem to concede that they signed the three agreements, but they 

disagree about the underlying facts and the meaning of the three agreements. Predictably, disputes 

among the parties arose that ultimately prompted plaintiffs to shut down SNJ’s business, Computer 

Direct, in March 2015. Because Computer Direct was closed and its inventory liquidated before 

the due date for the $510,000 obligation on May 1, 2015, defendants claimed that they had nothing 

to buy by then, so they renounced their obligation to pay plaintiffs $510,000. In response, plaintiffs 

filed this action on March 3, 2017. In an amended complaint filed on April 25, 2017, plaintiffs set 

forth six claims against defendants, but the dispute eventually boiled down to plaintiffs’ claims for 

breach of the promissory note and the security agreement.

The trial court conducted a bench trial in November of 2018. Dr. Jamil, Sana, Joanna, and 

Nibras testified that, in 2014, they agreed that defendants would buy SNJ Enterprises for $510,000, 

so plaintiffs’ counsel drafted legal documents to effectuate the transaction, but the three documents

did not refer to the sale of SNJ to defendants because of concerns about creditors. Following the

bench trial, the trial court entered a judgment of no cause of action. Plaintiffs appealed of right in 

 

1 The minutes of the “First Meeting of the Sole Director of SNJ Enterprises, Inc.” establishes that 

the meeting took place on March 20, 2009. At that meeting, Dr. Jamil was elected to serve as the 

president, secretary, and treasurer of SNJ.
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Jamil v TBI Props, LLC, unpublished per curiam opinion of the Court of Appeals, issued 

December 17, 2020 (Docket No. 351024). We vacated the judgment of no cause of action because 

“the trial court failed to address whether the contractual agreements were of any import and 

supported by consideration independent of an ultimate sale of the business[.]” Id. at 1. We 

remanded the matter “for additional findings of fact explaining the purpose of the Agreements and 

whether additional consideration was present.” Id. at 5.

The trial court observed that the three agreements to be considered on remand were (1) the 

promissory note in the amount of $510,000, (2) the security agreement that granted plaintiffs an 

interest in TBI Properties, and (3) the letter agreement stipulating “that neither the promissory note 

nor the security agreement would be recorded absent a default by [d]efendants.” The trial court 

reaffirmed its credibility findings as part of its original opinion after the bench trial that plaintiffs 

“were simply not credible.” The trial court further reiterated that the entire transaction, including 

the three agreements, involved the sale of SNJ, which was rendered impossible because plaintiffs 

closed the business before the contemplated transfer of ownership on May 1, 2015. The trial court 

explained that “[t]he business was closed months prior to the date upon which [d]efendants were 

to make payment for the business.” Because this Court had faulted the trial court for neglecting 

to address the three agreements and for failing to give effect to every word in the agreements, the 

trial court rendered a finding that “there was not consideration for the promissory note despite the 

language to the contrary.” The trial court also concluded that the record did not support a finding 

that the purported loan proceeds were provided to defendants at any time. Plaintiffs now appeal 

of right.

II. LEGAL ANALYSIS

Plaintiffs have advanced procedural and substantive challenges to the trial court’s decisions 

on remand. First, plaintiffs contend that the trial court did not follow the directive of this Court in 

its opinion remanding the case for further proceedings. Second, the trial court found “there was 

no consideration for the promissory note despite the language to the contrary” since “the record is 

devoid of any credible evidence to suggest the alleged loan proceeds were provided to Defendants 

at any time.” Third, the trial court stated that “the entire transaction was one in which Plaintiffs 

agreed to start a business which was owned by Plaintiff Samir Jamil[,]” but Dr. Jamil “closed the 

business prior [to] the closing date” for the sale of the business. Fourth, the trial court concluded 

that the security “agreement was nothing more than window dressing to make the [$510,000] loan 

appear legitimate.” We shall address each of these four issues in turn.

A. COMPLIANCE WITH THE REMAND ORDER

Plaintiffs claim that the trial court did not comply with the remand order in our unpublished 

opinion in this case issued on December 17, 2020. If “a higher court has remanded a case, it is the 

duty of the lower court to comply with the remand order.” AFT v Michigan, 334 Mich App 215, 

226; 964 NW2d 113 (2020). The “lower court must strictly comply with, and may not exceed the 

scope of, a remand order.” Int’l Business Machines Corp v Dep’t of Treasury, 316 Mich App 346, 

352; 891 NW2d 880 (2016). Whether the trial court properly followed an appellate court’s ruling 

on remand is a question of law that this Court reviews de novo. Pioneer State Mut Ins Co v Wright, 

331 Mich App 396, 406; 952 NW2d 586 (2020).
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Our opinion remanded the case “to the trial court for additional findings of fact explaining 

the purpose of the [three] [a]greements and whether additional consideration was present.” Jamil, 

unpub op at 5. Plaintiffs insist that our remand order obligated the trial court to reopen the proofs 

in order to make the additional findings of fact that we envisioned. We disagree. When a remand 

order contemplates reopening proofs, the order typically says so in clear terms. See, e.g., People 

v Hobson, 509 Mich 883, 884; 971 NW2d 210 (2022). Our remand order in this case said nothing 

of the sort. Moreover, the trial court had already conducted a comprehensive three-day bench trial 

in November 2018 where every important witness testified at length. In an order that was issued 

on December 3, 2021, the trial court offered a cogent explanation for its decision not to reopen the 

proofs on remand. Thereafter, the trial court issued a three-page order on May 9, 2022, that fully 

complied with our remand order. Specifically, the trial court made findings regarding the meaning 

of the three agreements and stated that “there was no consideration for the promissory note despite 

the language to the contrary” because “[t]he record is devoid of any credible evidence to suggest 

the alleged loan proceeds were provided to Defendants at any time.” By rendering these findings, 

the trial court fully complied with our remand order.

B. LACK OF CONSIDERATION

Plaintiffs next contend that the trial court erred in finding that “there was no consideration 

for the promissory note despite the language to the contrary” in that document. Whether there was 

“consideration for a promise is a question for the trier of fact.” Haji v Prevention Ins Agency, Inc, 

196 Mich App 84, 87-88; 492 NW2d 460 (1992). “This Court reviews a trial court’s findings of 

fact in a bench trial for clear error and its conclusions of law de novo.” Alan Custom Homes, Inc 

v Krol, 256 Mich App 505, 512; 667 NW2d 379 (2003). A finding is clearly erroneous when, after 

reviewing the entire record, we are “left with a definite and firm conviction that a mistake has been 

made.” Id.

Consideration is an essential element of contract formation. Bank of America, NA v First 

American Title Ins Co, 499 Mich 74, 101; 878 NW2d 816 (2016). “In order for consideration to 

exist, there must be a bargained-for exchange—‘a benefit on one side, or a detriment suffered, or 

service done on the other.’ ” Id. The parties’ promissory note does not identify the consideration 

except to state that the repayment obligation of $510,000 was “FOR VALUE RECEIVED[.]” Nor

does the “Assignment of Membership Interest and Security Agreement” define the consideration 

except to state that, “[f]or good and valuable consideration, the receipt and sufficiency of which is 

acknowledged, the parties agree” to the terms of that document. Under well-settled Michigan law, 

“[w]hile the consideration expressed in a written instrument is prima facie to be taken as the actual 

consideration, . . . parol evidence is admissible to show that the true consideration was . . . different 

from that expressed.” In re Rudell Estate, 286 Mich App 391, 410; 780 NW2d 884 (2009). That 

principle reveals the flaws in plaintiffs’ argument that consideration was provided in exchange for 

defendants’ obligation in the promissory note to pay plaintiffs $510,000.

As an initial matter, neither the promissory note nor the security agreement identifies what 

consideration was provided in exchange for defendants’ payment obligation of $510,000. Despite 

that omission, plaintiffs assert that they loaned defendants $510,000, which plainly would suffice 

as consideration for defendants’ repayment obligation. On remand, however, the trial court made 

the following finding of fact: “The record is devoid of any credible evidence to suggest the alleged 

loan proceeds were provided to Defendants at any time.” That finding is not clearly erroneous in 
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light of the evidence that Dr. Jamil transferred his own personal funds to his company, SNJ, rather 

than to defendants.2 To be sure, SNJ apparently used some of those funds to pay rent to defendant 

TBI Properties, but that lease arrangement was a transaction separate from the purported loan that 

was reflected in the promissory note.3 Therefore, if the promissory note is taken at face value as 

an obligation to repay a $510,000 loan, consideration for that bargain is entirely absent. That lack 

of consideration dooms plaintiffs’ loan theory, so they must fall back on the theory that defendants’ 

obligation to pay $510,000 arose from a contemplated sale of SNJ to them. That theory, however, 

suffers from its own fatal flaw, as we shall explain in the next subsection of this opinion.

C. IMPOSSIBILITY OF PERFORMANCE

The trial court found that the promissory note reflected a transaction for the contemplated 

sale of SNJ, as opposed to a $510,000 loan.4 Viewing the promissory note through that lens, there 

was sufficient consideration to support that agreement because the parties exchanged promises to 

buy and sell SNJ for $510,000. But as the trial court observed, the promissory note stated that the 

“ ‘Maturity Date’ shall mean May 1, 2015, or such earlier date on which the outstanding principal 

balance hereof is due.” Before that maturity date, Dr. Jamil closed down the business of SNJ, i.e., 

Computer Direct, thereby leaving nothing for defendants to purchase for $510,000. As defendants 

contended and as the trial court found, “the sale [of SNJ] was rendered impossible when Plaintiffs 

closed the business prior to the transfer of ownership” of SNJ. We agree.

“A promisor’s [contractual] liability may be extinguished in the event his or her contractual 

promise becomes objectively impossible to perform.” Roberts v Farmers Ins Exch, 275 Mich App 

58, 73-74; 737 NW2d 332 (2007). Closure of a business may render performance impossible. See 

Vowels v Arthur Murray Studios of Mich, Inc, 12 Mich App 359, 363; 163 NW2d 25 (1968). The 

trial court found that “[t]he business was closed months prior to the date upon which Defendants 

were to make the payment for the business.” Consequently, Dr. Jamil’s unilateral decision to close 

the business rendered the sale of SNJ impossible, as the trial court found. Under the circumstances, 

to bind defendants to their obligation to pay $510,000 to plaintiffs pursuant to the promissory note 

would award plaintiffs the benefit of the bargain despite the fact that plaintiffs unilaterally deprived 

 

2 The record includes at least seven sizable checks written by Dr. Jamil to SNJ: (1) a $50,000 check 

written on January 21, 2009; (2) a $50,000 check written on January 26, 2009; (3) a $50,000 check 

written on January 27, 2009; (4) a $100,000 check written on March 31, 2009; (5) a $50,000 check 

written on April 20, 2009; (6) a $9,000 check written on December 16, 2009; (7) a $5,000 check

written on November 9, 2011. The sum of those seven checks is $314,000.

3 SNJ and defendant TBI Properties executed a “Building Lease Agreement” on February 1, 2009, 

which was signed by Dr. Jamil for SNJ as tenant and defendant Joanna Thomas for TBI Properties 

as landlord.

4 The trial court’s finding on that point is unassailable. Indeed, plaintiff’s own accountant, Bruce 

Feinberg, testified that plaintiffs claimed, on their 2015 federal tax return, a substantial deduction 

for losses on the money Dr. Jamil had invested in SNJ over several years. Feinberg explained that 

plaintiffs could only apply that deduction if Dr. Jamil had a tax basis in SNJ to support a claim for 

that deduction. Thus, the hundreds of thousands of dollars that Dr. Jamil had devoted to SNJ must 

have been an investment in SNJ, rather than a loan to Joanna and Nibras.
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defendants of their benefit of the bargain. Accordingly, the trial court properly invoked the concept 

of impossibility to deny plaintiffs relief on their claim for breach of the promissory note.

D. SIGNIFICANCE OF THE SECURITY AGREEMENT AND LETTER AGREEMENT

The trial court’s review of the significance of the “Assignment of Membership Interest and 

Security Agreement” fortifies its treatment of the promissory note and ties together the transaction 

involving all three agreements signed by the parties. As the trial court explained:

The Court finds the entire transaction was one in which Plaintiffs agreed to start a 

business which was owned by Plaintiff Samir Jamil. The business was to be sold 

to Defendants on May 1, 2015, but Plaintiff Samir Jamil became infuriated with 

Defendants and the perceived lack of respect and closed the business prior [to] the 

closing date. The purpose of the [three] Agreements was to allow the transfer of 

the business in order to evade the collection efforts of a prior creditor who was 

known to all parties. There simply was not any additional consideration beyond 

the agreement to sell the business to Defendants. The alleged indebtedness 

reflected by the Agreements was a further part of the fraud to be perpetrated upon 

the prior creditor. As noted by the Court of Appeals, Defendants’ liability “may 

be extinguished in the event [their] contractual promise becomes objectively 

impossible to perform.” The [entire] transaction was the formation of the business 

and agreement to sell the business. The purpose of the Agreements appears to have 

been two-fold: to perpetrate a fraud in making it appear as the transaction was 

simply a loan and to provide for repayment if the business becomes insolvent. 

Addressing the Court of Appeals’ question regarding the Security Agreement, the 

agreement was nothing more than window dressing to make the loan appear 

legitimate. (Emphasis added).

The trial court’s characterization of the security agreement as “nothing more than window dressing 

to make the loan appear legitimate” rings true. The security agreement granted plaintiffs collateral 

for the purported $510,000 loan that was reflected in the promissory note. But the building owned 

by defendant TBI Properties was encumbered by hundreds of thousands of dollars in liens and, as 

a result, the building serving as collateral for the purported loan was largely valueless to plaintiffs. 

Nevertheless, the existence of a security agreement helped to disguise the true nature of the parties’ 

transaction and thereby shield assets from a known creditor, i.e., Parviz Deneshgari.5 In a similar 

manner, the letter agreement aided in obscuring the parties’ transaction by providing that plaintiffs 

 

5 The confusion engendered by the manner in which the parties structured the alleged loan and the 

security agreement is reflected in our opinion on the first appeal in this case. There, we described 

the arrangement as follows: “defendants would execute agreements confirming plaintiffs’ secured 

interest in the building owned by TBI as collateral for the loans to Walter and Eugene[,]” who are 

the husbands of defendants Joanna and Nibras. Jamil, unpub op at 2 (emphasis added). Neither 

plaintiffs nor defendants argue that the loans were made to the husbands. Indeed, plaintiffs chose 

not to name the husbands as defendants in this case. Yet the misdirection accomplished through 

the three agreements left even this Court confused about the nature of the parties’ relationship.
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as “Lender/Secured party agrees not to cause the recording of the Note or the Security Agreement 

in the absence of a default by Borrower[,]”6 which was defined to include Joanna, Nibras, and TBI 

Properties. Because we detect no clear error in the trial court’s findings of fact and we accept its 

characterization of the three documents as essential components of an effort to disguise the nature 

of the transaction, we shall affirm the trial court’s verdict on remand of no cause of action.

Affirmed.

/s/ Noah P. Hood

/s/ Douglas B. Shapiro

/s/ Christopher P. Yates

 

6 Plaintiffs did not declare a default until May 4, 2015, when they sent a letter to defendants stating 

that plaintiffs declared a default because defendants failed to pay the obligation on the promissory 

note by May 1, 2015. Although plaintiffs insist that defendants “breached the terms of the Security 

Agreement before the maturity date of the Promissory Note, thereby accelerating the debt to be 

due on demand,” the occurrence of an event of default is not the same as a declaration of default. 

Indeed, section 7 of the security agreement draws this distinction by providing that, “[i]f any Event 

of Default occurs and continues, Secured Party may declare any and all of the Obligations to be 

immediately due and payable without notice[.]” The record leaves no doubt that plaintiffs first 

declared a default on May 4, 2015, so the claim of an existing obligation based on acceleration of 

the debt before May 4, 2015, is specious.