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

DR. TIMOTHY MEYER,

Plaintiff-Appellant,

UNPUBLISHED

January 7, 2020

v No. 345738

Oakland Circuit Court

OAKLAND COMMUNITY COLLEGE BOARD 

OF TRUSTEES, JOHN MCCULLOCH, SUSAN 

ANDERSON, SHIRLEY BRYANT, PAMELA 

DAVIS, and PAMELA JACKSON,

LC No. 2018-164535-CB

Defendants-Appellees.

Before: FORT HOOD, P.J., and SERVITTO and BOONSTRA, JJ.

PER CURIAM.

Plaintiff appeals as of right the trial court order granting summary disposition in favor of 

defendants. We affirm the trial court’s grant of summary disposition in defendants’ favor with 

respect to plaintiff’s claim for breach of contract and for plaintiff’s claim of violation of the 

Open Meetings Act (OMA) to the extent plaintiff seeks invalidation of the Board’s decision 

and/or injunctive relief. We reverse the trial court’s determination that plaintiff failed to state a 

claim for a violation of the OMA to the extent that plaintiff seeks statutory damages, and remand 

for proceedings consistent with this opinion. 

Defendants are comprised of the Oakland Community College Board of Trustees (the 

Board), and the specifically named board members acting in their official capacities as board 

members. Plaintiff is the former chancellor of Oakland Community College (OCC). He was 

hired as the chancellor pursuant to a January 1, 2012 contract which provided that it was 

effective for an initial three-year period, then automatically renewed unless terminated or 

converted to a fixed three-year term on or after January 1, 2017. The contract also contained 

specific provisions regarding requirements to terminate plaintiff.
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On May 16, 2017, the Board met held a meeting. After an open session, the Board 

adjourned into a closed session. When it returned to open session, the Board approved “the 

plan” presented in the closed session.1 After the session ended, plaintiff was verbally informed 

that his contract was being terminated by the Board. He thereafter received a letter informing 

him that he was being placed on paid administrative leave pending further notification of the 

Board. Plaintiff was sent a letter on May 22, 2017, indicating that his termination would be 

effective as of July 6, 2017. 

On March 21, 2018, plaintiff filed a complaint against the OCC Board and its members, 

alleging breach of his employment contract and violation of the Open Meetings Act, MCL 

15.261 et seq. In lieu of answering plaintiff’s complaint, the OCC Board of Trustees moved for 

summary disposition pursuant to MCR 2.116(C)(7) and (8). A hearing was held on the motion 

on September 5, 2018. In a September 13, 2018 opinion and order, the trial court found that 

defendants2 did not breach the termination provision of the employment contract and that 

plaintiff did not establish any damages for any breach of the contract. The trial court further 

found that it was without jurisdiction to grant plaintiff’s requested relief with respect to its claim 

concerning the OMA and that plaintiff’s allegations as stated in his complaint do not set forth a 

violation of the OMA. The trial court thus granted defendants’ motion for summary disposition. 

This appeal followed.

This Court reviews a trial court’s grant or denial of summary disposition de novo. AlShimmari v Detroit Med Ctr, 477 Mich 280, 287; 731 NW2d 29 (2007). Summary disposition 

should be granted under MCR 2.116(C)(7) if “[t]he claim is barred because of . . . statute of 

limitations . . .” among other things. Id. at 288. In reviewing a motion under subrule (C)(7), a 

court accepts as true the plaintiff’s well-pleaded allegations of fact, construing them in the

plaintiff’s favor, and must consider affidavits, pleadings, depositions, admissions, and any other 

admissible documentary evidence submitted by the parties, to determine whether a genuine issue 

of material fact exists. Nuculovic v Hill, 287 Mich App 58, 61; 783 NW2d 124 (2010).

“A motion for summary disposition under subrule (C)(8) tests the legal sufficiency of the 

pleadings alone.” Id. Thus, when deciding a motion under (C)(8), this Court accepts all wellpleaded factual allegations as true, construing them in the light most favorable to the nonmoving 

party. Dalley v Dykema Gossett, 287 Mich App 296, 304–05; 788 NW2d 679 (2010). Summary 

disposition under subrule (C)(8) should be granted only when the claim is so clearly 

unenforceable as a matter of law that no factual development could possibly justify a right of 

recovery. Id. at 305 (quotation marks and citation omitted). 

The proper interpretation of a contract is a question of law that we review de novo. 

Klapp v United Ins Group Agency, Inc, 468 Mich 459, 463; 663 NW2d 447 (2003). In

 1 The minutes of the Board meeting do not specify what “the plan” was. 

2 Because the individually named defendants were sued in their official capacity of OCC Board 

members, the trial court treated the Board’s motion for summary disposition as having been filed 

on behalf of all defendants. 
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interpreting a contract, this Court’s obligation is to determine the intent of the parties and we do 

so by examining the language of the contract according to its ordinary and plain meaning, if such 

meaning is apparent. In re Smith Tr, 274 Mich App 283, 285; 731 NW2d 810, 811–12 (2007). 

“If the contractual language is unambiguous, courts must interpret and enforce the contract as 

written.” Id. at 812.

Plaintiff first argues on appeal that the trial court erred in granting defendants’ motion for 

summary disposition on his breach of contract claim where no discovery had yet taken place and 

where there is a factual dispute as to whether defendants’ action in terminating his contract was 

consistent with the contract’s timing provisions. Summary disposition is generally premature if 

granted before discovery on a disputed issue is complete. State Treasurer v Sheko, 218 Mich 

App 185, 190; 553 NW2d 654 (1996). “However, summary disposition is not premature if the

discovery does not stand a fair chance of uncovering factual support for opposing the motion for

summary disposition.” Id. That is the case here.

The contract at issue was attached to plaintiff’s complaint and is thus part of the 

pleadings.3 The contract provides that plaintiff’s employment as Chancellor of Oakland 

Community College commences on January 1, 2012, and, “subject to the provisions of Section 

7,” ends on January 1, 2015. The contract further states that the parties intend for the contract to 

be “evergreen,” meaning that the term of employment would automatically renew, but that:

at any time on or after January 1, 2017, the Board may, at its discretion, convert 

the Term to a fixed three year term, which shall expire at the end of three years 

following such conversion. The Board shall provide written notice to Dr. Meyer

of its election to convert the Term of this Contract to a fixed three year term.

Section 7 of the contract provides, in relevant part:

Termination. Dr. Meyer’s employment as Chancellor can be terminated 

during the Term or prior to its expiration as follows:

* * *

C. The Board may terminate this Contract without Just Cause after fortyfive (45) days of providing written notice to the Chancellor, and upon a two-thirds 

majority vote of the full Board. The termination of Dr. Meyer’s employment as 

Chancellor for his death or disability shall not constitute termination without Just 

Cause. 

Plaintiff asserts that the above provision sets forth a three-step chronological process by which 

he could be terminated without cause and that defendants’ failure to follow the process in the 

specific order required breached the parties’ contract. According to plaintiff, first, written notice 

 3 Once attached to the complaint, a written instrument required to be attached to the complaint 

under MCR 2.113(C), such as a contract, becomes part of that pleading for all purposes. Laurel 

Woods Apartments v Roumayah, 274 Mich App 631, 635; 734 NW2d 217 (2007).
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must be provided to him. Next, 45 days must pass after the written notice was provided. Third,

after the 45-day period has passed, a vote of the Board must take place and if 2/3 of the Board 

voted to do so, he may be terminated. Plaintiff’s interpretation ignores the clear language of the 

contract. 

A party asserting a breach of contract must establish 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 Const, Inc, 495 Mich 161, 178; 848 NW2d 95 (2014). Under long 

standing contract principles, if contractual language is clear, construction of the contract is a 

question of law for the court. Van Buren Charter Twp v Visteon Corp, 319 Mich App 538, 547; 

904 NW2d 192 (2017). If the contract, although perhaps inartfully worded or clumsily arranged, 

fairly admits of but one interpretation, it is not ambiguous and the unambiguous contractual 

language must be enforced as written. Id. 

Section 7 of the contract provides that the Board may terminate the contract without just 

cause “after forty-five (45) days of providing written notice to the Chancellor, and upon a twothirds majority vote of the full Board.” Clearly, the Board must provide written notice to 

defendant, which it did in a May 22, 2017 letter to him. The letter provides, in part:

I hereby inform you, on behalf of the Oakland Community College Board 

of Trustees (“Board”), that effective July 6, 2017, the Chancellor Employment 

Contract between you and the Board which became effective January 1, 2012 (the

“Contract”) is hereby terminated.

The Board approved the termination of the Contract on May 16, 2017, 

upon a two-thirds majority vote of the full Board. At this time, termination of the 

Contract is without just cause pursuant to paragraph 7.C of the Contract.

Written notice having been provided on May 22, 2017, the Board could terminate him 45 days 

after having provided the written notice so long as 2/3 of the full Board voted to do so. 

Plaintiff’s termination was to be effective July 6, 2017—exactly 45 days after the written notice 

of termination was provided to him.

Plaintiff contends that a 2/3 majority vote of the Board must take place only after the 45 

days set forth in the contract have passed. We read no such requirement in the contract. The

termination provision provides that the Board may terminate him without just cause “after fortyfive (45) days of providing written notice to the Chancellor, and upon a two-thirds majority vote 

of the full Board” (emphasis added). The only chronological requirement is that the Board must 

provide notice to plaintiff 45 days prior to his termination. The vote of the Board contains no 

such timing requirement. It simply provides that a two-thirds majority of the Board must vote 

terminate him before termination can take place. The vote is an additional general provision, not 

one that is required to take place after the 45-day notice period. The provision states at the outset 

that the Board “may terminate this Contract without Just Cause after forty-five (45) days of 

providing written notice to the Chancellor . . . .” Had it been intended that the second 

requirement, a 2/3 majority vote of the Board, take place only after the 45-day notice period, the 

contract would have been worded to include it in that provision. For example, the contract could 

have provided that the Board may terminate the contract if “the Board provides written notice to 
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[plaintiff], 45 days after the notice have elapsed and, after the 45-day period, 2/3 of the majority 

of the full Board thereafter votes to terminate [plaintiff].” The contract does not do so. It simply 

provides that a 2/3 majority vote of the Board is also required prior to termination. We cannot

and will not read words into a contract that are not plainly there. Northline Excavating, Inc v 

Livingston Co, 302 Mich App 621, 628; 839 NW2d 693 (2013). Moreover, this Court’s reading 

and application of the clear contractual language is the only logical reading, given that, in order 

for the Board to take the action of providing a notice of termination to plaintiff, it must have 

taken some initial action agreeing to provide such notice (such as a majority vote). 

In this case, a two-thirds majority vote of the full Board approving the termination of the 

contract took place on May 16, 2017. Because the requirements of the termination provision set 

forth in section 7 of the contract were followed, plaintiff is unable to prove a breach of contract 

based on violation of that section. The claim is thus so clearly unenforceable as a matter of law 

that no factual development could possibly justify a right of recovery. Dalley, 287 Mich App at 

305. Summary disposition was appropriate on plaintiff’s breach of contract claim under MCR 

2.116(C)(8). 

Plaintiff next argues that the trial court erred in granting defendants’ motion for summary 

disposition on his violation of the OMA claim when he properly pled facts showing that 

defendants’ violated the OMA. We review a trial court’s grant of summary disposition de novo,

Al-Shimmari, 477 Mich at 287, and also review issues of statutory construction de novo. Davis v 

City of Detroit Fin Review Team, 296 Mich App 568, 584; 821 NW2d 896 (2012). We review 

for an abuse of discretion a trial court’s decisions whether to invalidate a decision made in 

violation of the OMA and whether to grant or deny injunctive relief. Morrison v City of E 

Lansing, 255 Mich App 505, 520; 660 NW2d 395 (2003), abrogated on other grounds by 

Speicher v Columbia Tp Bd of Trustees, 497 Mich 125; 860 NW2d 51 (2014). However, 

whether a trial court has subject-matter jurisdiction over a claim is a question of law that is 

reviewed de novo. Harris v Vernier, 242 Mich App 306, 309; 617 NW2d 764 (2000).

The OMA generally requires meetings, decisions, and deliberations of a “public body” to 

be open to the public. MCL 15.263(1), (2), and (3). The OMA defines the term “public body”

for its purposes to include:

any state or local legislative or governing body, including a board, commission, 

committee, subcommittee, authority, or council, that is empowered by state 

constitution, statute, charter, ordinance, resolution, or rule to exercise 

governmental or proprietary authority or perform a governmental or proprietary 

function; a lessee of such a body performing an essential public purpose and 

function pursuant to the lease agreement; or the board of a nonprofit corporation 

formed by a city under section 4o of the home rule city act, 1909 PA 279, MCL 

117.4o. [MCL 15.262(a)]

The OMA defines a “meeting” as “the convening of a public body at which a quorum is present 

for the purpose of deliberating toward or rendering a decision on a public policy, or any meeting 

of the board of a nonprofit corporation formed by a city under section 4o of the home rule city 

act, 1909 PA 279, MCL 117.4o.” MCL 15.262(b). And, it defines a “decision” as a 

“determination, action, vote, or disposition upon a motion, proposal, recommendation, 
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resolution, order, ordinance, bill, or measure on which a vote by members of a public body is 

required and by which a public body effectuates or formulates public policy.” MCL 15.262(d). 

A public body is permitted to meet in a closed session only for specific purposes listed in MCL 

15.268.

It is undisputed that the Board is a public body, that it conducted a meeting on May 16, 

2017, that during the meeting it met in a closed session, and that thereafter, in an open session on 

the same date, it approved a plan presented in the closed session. Plaintiff alleged in his March 

21, 2018 complaint that it was in this closed session meeting that the Board voted and agreed to 

terminate his employment, and that its deliberation and decision made in a closed session 

violated the OMA. In his complaint, plaintiff requested that the decision be invalidated, that he 

be awarded statutory damages for the violation, and for “injunctive and/or declaratory relief 

under the [Open meetings Act].” However, under MCL 15.270(3):

The circuit court shall not have jurisdiction to invalidate a decision of a public 

body for a violation of this act unless an action is commenced pursuant to this 

section within the following specified period of time:

(a) Within 60 days after the approved minutes are made available to the public by

the public body . . . .

The minutes for the May 16, 2017 meeting were signed and available on or about June 21, 2017. 

Thus, in order for the circuit court to have jurisdiction to invalidate the decision made at the 

meeting, plaintiff would have to have filed his complaint within 60 days of June 21, 2017. 

Plaintiff did not file his complaint until March 21, 2018. The trial court thus had no jurisdiction 

to invalidate the Board’s decision.

Plaintiff contends that MCL 15.270(3) is a statute of limitations and that it is inapplicable 

because the parties’ agreed to a one year statute of limitations in their contract. Plaintiff is 

mistaken.

A “statute of limitations” is “a law that bars claims after a specified period; specif., a 

statute establishing a time limit for suing in a civil case, based on the date when the claim 

accrued (as when the injury occurred or was discovered).” Black’s Law Dictionary (11th ed.). 

“Jurisdiction,” on the other hand, is “[a] court’s power to decide a case or issue a decree.” Id. 

Subject-matter jurisdiction pertains to a court’s abstract power over a class of cases, regardless of 

the particular facts of the case. In re Complaint of Knox, 255 Mich App 454, 457; 660 NW2d 

777 (2003).

MCL 600.605 states that “[c]ircuit courts have original jurisdiction to hear and determine 

all civil claims and remedies, except . . . where the circuit courts are denied jurisdiction by the 

constitution or statutes of this state.” A jurisdictional challenge need not be asserted in a 

responsive pleading to avoid waiver. MCR 2.111(F)(2). A defense of lack of subject-matter 

jurisdiction cannot be waived by a litigant, and “subject-matter jurisdiction cannot be granted by 

implied or express stipulation of the litigants.” Vernier, 242 Mich App at 316. Moreover, a 

court must take notice when it lacks jurisdiction. In re AMB, 248 Mich App 144, 167; 640 

NW2d 262 (2001). Because the circuit court was denied jurisdiction to hear or determine a 
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claim to invalidate the Board’s decision for violation of the OMA pursuant to MCL 15.270(3), 

the court properly dismissed plaintiff’s claim for violation of the OMA to the extent that plaintiff 

sought invalidation of the Board’s decision.

4

Plaintiff also, however, requested that he be awarded statutory damages for defendants’

purported violation, and for “injunctive and/or declaratory relief” under the OMA. MCL 15.273 

provides, in relevant part, that:

(1) A public official who intentionally violates this act shall be personally liable 

in a civil action for actual and exemplary damages of not more than $500.00 total, 

plus court costs and actual attorney fees to a person or group of persons bringing 

the action.

(2) Not more than 1 action under this section shall be brought against a public 

official for a single meeting. An action under this section shall be commenced 

within 180 days after the date of the violation which gives rise to the cause of 

action.

The parties’ agreement contains a provision, at Section 16, whereby the parties to the contract 

agreed that “any action, claim or suit against the College arising out of the Chancellor’s 

employment or termination of employment . . . must be brought within one (I) year of the event 

giving rise to the claims or be forever barred. The Chancellor waives any limitation periods to 

the contrary, unless such waiver is prohibited by law.” The parties to the contract being plaintiff 

and the Board, this provision is inapplicable to any individual Board member. Plaintiff’s March 

21, 2018 complaint with respect to the Board and seeking statutory damages was, however,

timely and defendants do not argue otherwise. 

This necessarily brings this Court to the issue of whether plaintiff adequately pleaded a 

claim for violation of the OMA. Plaintiff asserted in his complaint that the Board violated the 

OMA by going into closed session to purportedly receive a written opinion of counsel, but 

instead (or additionally) by discussing plaintiff’s termination, then returning to public session to 

vote to approve an unidentified “plan as presented in closed session.” 

A public body may meet in a closed session only for specific purposes identified in MCL 

15.268. Defendants assert and the minutes of the May 16, 2017 Board meeting indicate that a 

motion was made to go into closed session to “discuss labor negotiations and consider a written 

opinion of counsel.” These purposes are expressly allowed under MCL 15.268, but “the scope of 

the discussion in closed session must legitimately relate to legal matters, and not bargaining, 

 4 Although the trial court granted summary disposition on this claim under MCR 2.116(C)(8) and 

dismissal would be more appropriate under MCR 2.116(C)(4), we may uphold a trial court’s 

ruling on appeal when the right result issued. Gleason v Michigan Dept of Transp, 256 Mich 

App 1, 3; 662 NW2d 822 (2003).
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economics, or other tangential nonlegal matters.” Booth Newspapers, Inc v Wyoming City 

Council, 168 Mich App 459, 468; 425 NW2d 695 (1988). Plaintiff alleged in his complaint that 

the allowance for closed sessions in MCL 15.268(a), (c), and (e) did not apply to the termination 

of his contract5 and that, even if the Board initially went into closed session for a reason other 

than discussing plaintiff’s termination, his termination was clearly and improperly discussed and 

voted upon in the closed session.6 Plaintiff also pleaded that the May 16, 2017 vote in closed 

session and the May 16, 2017 vote in open session to approve “the plan” violated the OMA 

because there was no fair notice of what was being deliberated or voted upon. Because MCL 

15.263(2) and (3) require that all decisions and deliberations of a public body “shall” take place 

at a meeting open to the public, except as provided in MCL 15.267 and MCL 15.268 and 

plaintiff pleaded that the deliberations, vote, and decision concerning the termination of his 

contract were not done in open session, plaintiff sufficiently pleaded a claim for violations of the 

OMA. This Court reviews a motion for summary disposition premised upon MCR 2.116(C)(8) 

by reviewing the pleadings alone, and by accepting all well-pleaded factual allegations in the 

pleadings as true, Dalley, 287 Mich App at 304–05. Plaintiff having sufficiently pleaded a 

claim for violation of the OMA, plaintiff’s claim for statutory damages arising from the alleged 

violation of the OMA was improperly dismissed by the trial court.

While plaintiff also requested injunctive relief on his violation of OMA claim, it is not 

clear what action of the Board, specifically, plaintiff seeks to enjoin or how compliance with the 

OMA concerning plaintiff’s specific allegations could be compelled. MCL 15.271 provides, in 

part:

(1) If a public body is not complying with this act, the attorney general, 

prosecuting attorney of the county in which the public body serves, or a person 

may commence a civil action to compel compliance or to enjoin further 

noncompliance with this act.

Plaintiff’s allegations with respect to violations of the OMA were that the Board impermissibly

discussed and voted upon the termination of his contract in a closed session and then voted in 

open session to approve an unidentified “plan.” These actions are specific to plaintiff, have 

already taken place and, because the trial court is without jurisdiction to invalidate the Board’s 

decision to terminate plaintiff’s contract for a violation of the OMA per MCL 15.270(3), will not 

recur. “Merely because a violation of the OMA has occurred does not automatically mean that 

an injunction must issue restraining the public body from using the violative procedure in the 

future.” Nicholas v Meridian Charter Tp Bd, 239 Mich App 525, 533–34; 609 NW2d 574 

(2000), abrogated on other grounds by Speicher, 497 Mich 125. Moreover, “injunctive relief is 

 5 It has not been argued that any of the remaining subsections in MCL 15.268 apply, nor do they 

appear to this Court to apply. 

6 Defendants do not dispute that plaintiff’s termination was discussed in the closed session. 

Indeed, in the notice of termination letter sent to plaintiff, the Board stated that “[t]he Board 

approved the termination of the Contract on May 16, 2017, upon a two-thirds majority vote of 

the full Board.”
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an extraordinary remedy that issues only when justice requires, there is no adequate remedy at 

law, and there exists a real and imminent danger of irreparable injury” and, where “there is no 

reason to believe that a public body will deliberately fail to comply with the OMA in the future, 

injunctive relief is unwarranted.” Id. Plaintiff has not pleaded or established entitlement to 

injunctive relief for any alleged violation of the OMA. 

We affirm the trial court’s grant of summary disposition in defendants’ favor with respect 

to plaintiff’s claim for breach of contract and for plaintiff’s claim of violation of OMA to the 

extent plaintiff seeks invalidation of the Board’s decision and/or injunctive relief. We reverse 

the trial court’s determination that plaintiff failed to state a claim for a violation of the OMA to 

the extent that plaintiff seeks statutory damages and remand for proceedings consistent with this 

opinion. We do not retain jurisdiction.

/s/ Karen M. Fort Hood 

/s/ Deborah A. Servitto 

/s/ Mark T. Boonstra