UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

RICK BUCCIARELLI and RICK

BUCCIARELLI & ASSOCIATES, INC.,

Plaintiffs,

v.

NATIONWIDE MUTUAL INSURANCE

CO.,

Defendant.

 /

Case No. 08-cv-14349

HONORABLE STEPHEN J. MURPHY, III

ORDER GRANTING NATIONWIDE’S MOTION

 FOR SUMMARY JUDGMENT (docket no. 70)

Rick Bucciarelli became an agent of Nationwide Mutual Insurance Co. ("Nationwide")

in 1997, with the goal of forming his own insurance agency. He developed a viable

business in Northville, Michigan, with the assistance of Nationwide's agency-development

program. In 2003, he took out a loan from Nationwide with the goal of adding staff and

starting a satellite office. The expansion was not successful, and Bucciarelli resigned,

citing frustration with Nationwide’s business practices. He filed this suit to recoup losses

suffered as a result of the deal's failure, accusing Nationwide of committing fraud in the

inducement, breaching its contract with him, and violating Michigan's Franchise Investment

Law. Nationwide brought a counterclaim to obtain a judgment on the outstanding balance

of their loan to Bucciarelli.

Nationwide moved for summary judgment pursuant to Civil Rule 56 on all of

Bucciarelli’s claims. The Court held a hearing on the motion on May 31, 2011. None of

Bucciarelli’s theories of relief present a triable claim of relief, and the Court will accordingly

grant the motion for summary judgment. Nationwide’s counterclaim against Bucciarelli is

now the only remaining dispute in this case.
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STANDARD OF REVIEW

Summary judgment is warranted "if the movant shows there is no genuine dispute as

to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ.

P. 56(a). A fact is "material" for purposes of summary judgment if proof of that fact would

establish or refute an essential element of the cause of action or defense. Kendall v.

Hoover Co., 751 F.2d 171, 174 (6th Cir.1984). A dispute over material facts is “genuine”

"if the evidence is such that a reasonable jury could return a verdict for the nonmoving

party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). To show that a fact is,

or is not, genuinely disputed, both parties are required to either "cite[ ] to particular parts

of materials in the record" or "show[ ] that the materials cited do not establish the absence

or presence of a genuine dispute, or that an adverse party cannot produce admissible

evidence to support the fact." Fed. R. Civ. P. 56(c)(1). The Court must take care, in

evaluating the motion, not to make judgments on the quality of the evidence, because the

purpose of summary judgment is to determine whether a triable claim exists. Doe v. Metro.

Nashville Public Schools, 133 F.3d 384, 387 (6th Cir. 1998) (“[W]eigh[ing] the evidence .

. . is never appropriate at the summary judgment stage.”).

BACKGROUND

Rick Bucciarelli became a Financed Career Agent (“FCA”) with Nationwide in 1997.

The FCA program is designed to incubate new insurance agencies by assuming some of

the costs and risks of starting a new business. Def.’s Mot. S.J. 3, ¶ 6, March 1, 2011, ECF

No. 70. In exchange for an annual salary of $65,000 from Nationwide, plus commissions

and business expenses, Bucciarelli began running an insurance agency selling Nationwide

insurance products in Northville, Michigan. Id. at ¶ 7. He succeeded in creating a viable

agency. After achieving sustainability, he entered an Independent Contractor Agent’s
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(“ICA”) Agreement with Nationwide in May 2003. Id. at ¶ 9. As an ICA, Bucciarelli had

complete authority over the operation of his agency, subject to Nationwide’s control over

insurance rate-setting and underwriting. Id. at 4, ¶ 12. He was paid by commissions

generated from sales, handled all agency expenses, and made the agency’s employment

decisions. Id. at ¶ 13. In both his ICA and FCA contracts, Bucciarelli agreed to language

providing Nationwide with

the right to change, alter, or amend [the] rules, regulations, prices, and terms [by

which it insures risks], including the right to establish quotas and to limit, restrict,

or discontinue entirely the acceptance or writing of any policies, coverages, lines

or kinds of insurance, at any time it deems it advisable to do so, and without

notice to or consent of Agent, and any such change, alteration, amendment or

limitation shall become effective on the date specified by the Company.

FCA Agreement ¶ 14, Apr. 28, 1997, ECF No. 70-3; ICA Agreement ¶ 15, June 1, 2002,

ECF No. 70-4. This authority was often a source of frustration for Bucciarelli. Beginning

in 2002, he complained about Nationwide’s rate-setting, underwriting policies, and

communication with agents. Bucciarelli Dep. 41–43. These problems worsened over time.

Id. at 44.

In 2003, Bucciarelli began efforts to expand his agency by opening a new office.

Nationwide had a corporate goal of becoming the nation’s “number three” insurance carrier

by 2009, and was making an aggressive push for growth. By Bucciarelli’s admission, the

company did not issue an “ultimatum” about growth, but there were suggestions that certain

agency benefits, like marketing dollars and merged books, would only be provided to

agencies seeking to expand their business. Bucciarelli Dep. 175. He also heard

“rumblings” from other agents serving on advisory boards that Nationwide was looking to

eliminate “smaller agents.” Id. at 176. 

Bucciarelli applied for a loan through Nationwide’s Capital Access Program (“CAP”).

Def.’s Mot. S.J. at 5, ¶ 20. The loan would provide funding Bucciarelli needed to hire more
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staff and open a satellite office in Westland, Michigan. In conjunction with Nationwide,

Bucciarelli prepared a loan application, also known as a pro forma, which detailed the

history of Bucciarelli’s agency, outlined his goals, and set performance benchmarks. Id.

at ¶ 23. These benchmarks incorporated numerous predictions about earnings and

expenses in the first few years of the loan based on figures provided by Nationwide. Id. at

¶ 24. Nationwide was enthusiastic about the potential expansion, and told Bucciarelli that

he would be competitive in the Westland market. Id. at 87. Nonetheless, Bucciarelli admits

that estimates of growth in the Michigan’s economy and his agency were just that —

estimates that might not reflect what would happen in the future. Id. at 76–78, 83.

Bucciarelli understood that these projections were, in his words, “only as good as the

consultant that [Nationwide] hired,” but conceded that he trusted Nationwide’s analysis of

the data. He viewed their relationship as a "partnership," and assumed that they would not

invest in a further expansion of his business without due diligence. Id. at 85–94. He admits

that he did not seek a second opinion on the estimates, and did not ask Nationwide for

additional data that would assist in evaluating the estimates. Id.

On November 18, 2003, Nationwide Bank, Nationwide’s lending arm, approved a

$100,000 CAP loan for Bucciarelli. Attached to the loan was a Performance Agreement

with several features that are crucial to this motion. First Nationwide agreed to pay the

interest on Bucciarelli's loan during an initial three-year “Performance Period.”

Performance Agreement ¶ 3(B), Nov. 18, 2003, ECF No. 70-7. Second, the agreement

limited Bucciarelli to an initial $70,000 disbursement, with the additional $30,000 only

becoming available if a certain amount of insurance was written. Id. at ¶ 3(A). Third, the

loan provided for the possibility of waiver if certain performance targets were reached. Id.
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at ¶ 4. Bucciarelli separately initialed these waiver provisions on the contract, signaling

acceptance of the performance targets contained in the waiver clause. 

Bucciarelli hired some new staff with the loan proceeds, and opened his satellite office

in Westland in 2005. The results were disappointing. Bucciarelli’s profits dropped off

sharply after the expansion. Low employee retention, high overhead, increased insurance

rates in Michigan, and the overall slump in the economy all worked together to undermine

the venture's success. Def.'s Mot. S.J. at 6, ¶ 34. Consequently, Bucciarelli failed to meet

the production targets for waiver of the loan. Id. ¶ 35. He resigned as a Nationwide agent

in 2008, and filed this lawsuit in the same year to recover his losses as a result of the failed

expansion.

DISCUSSION

I. Fraud in the Inducement

The bulk of Bucciarelli's brief is spent discussing the "fraud in the inducement" count

in his complaint. Under Michigan law, fraud requires proof that the defendant knowingly

or recklessly made a false representation with the intent that the plaintiff would rely on that

misrepresentation, causing actual reliance and an injury. Hi-Way Motor Co. v. Int’l

Harvester Co., 398 Mich. 330, 336 (1976). Fraud in the inducement is a sub-theory of

fraud that occurs when the defendant “materially misrepresents future conduct under

circumstances in which the assertions may reasonably be expected to be relied upon and

are relied upon.” Samuel D. Begola Servs. Inc. v. Wild Bros., 210 Mich. App. 636, 639

(1995). Bucciarelli claims that Nationwide's misrepresentations induced him into agreeing

to the CAP loan, and that in the absence of such misrepresentations, he would have never

entered the bargain.
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Bucciarelli complains of at least five different material misrepresentations on the part

of Nationwide: (1) overly optimistic projections about Bucciarelli's business in the pro forma

agreement he drafted with Nationwide; (2) statements in an e-mail describing a new

program for setting rates in glowing terms that did not have the impact Nationwide hoped

it would have; (3) Nationwide's inability to provide competitive rates for the Westland office

when it initially opened; (4) failure to disclose information about alternate competition from

Nationwide directly and from a wholly-owned subsidiary; and (5) failure to disclose

purported information about the unrealistic nature of the loan waiver program. Based on

the material and undisputed facts in the record, these claims do not hold up.

Before considering the merits of these claims, a preliminary observation is in order.

Michigan courts consider fraud in the inducement a defense to contract formation. City of

Flint v. OK Indus., Inc., 2007 WL 1061908, at *1 (Mich. Ct. App. Apr. 10, 2007). If

successfully proven, it gives the defrauded party an opportunity to void the agreement.

Samuel D. Begola Servs., 210 Mich. App. at 640. But it is thought of as an offensive theory

that entitles the defrauded party to damages. Spooner Const., Inc. v. Jackson, 2008 WL

142420, at *4 (Mich. Ct. App. Jan. 15, 2008); see also Evens-McCarthy v. Nationwide Mut.

Ins. Co., No. 08-cv-12049, 2008 U.S. Dist. LEXIS 83702, at *6–9 (E.D. Mich. July 24, 2008)

(summarizing Michigan case law on this point). Unfortunately, Bucciarelli's complaint does

not seek mere recision of the contract, but "damages in an amount to exceed $75,000."

Compl. ¶ 40. Therefore, even if one of these claims were to survive, it is doubtful that the

Court could award Bucciarelli the relief he seeks because he received money from

Nationwide and has not expended any that would constitute damages on the contract.

Nonetheless, because this issue is likely to arise again when Nationwide seeks a judgment

on its note, the Court will consider the merits of the claims as briefed by the parties. 
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A. A “Partnership”?

In his motion response, Bucciarelli attempts to classify the relationship he had with

Nationwide prior to the 2003 loan agreement as a “partnership,” in which Nationwide owed

him a higher duty of disclosure than it would have otherwise. In an informal sense,

Bucciarelli and Nationwide are "partners" in that they "associated . . . in action" with each

other. Webster's Third New International Dictionary 1648 (1961). But not all "partners"

form a "partnership" in the legal sense of being "co-owners [of] a business for profit." Mich.

Comp. Laws § 449.6(1); see also id. § 449.7 (listing factors courts may consider in

determining whether a group has entered a partnership). Bucciarelli was a Nationwide

employee when he started his agency, and an independent contractor when he graduated

past the start-up stage. These relationships are governed by contracts, not partnership

law. Bucciarelli cites to Garlick v. Lake Shore Lumber Co., 220 Mich. 179 (1922), for the

notion that “special relationships” require "full disclosure” between parties. But that case

addressed defendants who took advantage of an unknowing plaintiff with whom they had

formed a corporation, where there was undoubtedly a special legal relationship requiring

heightened duties of disclosure. Garlick, 220 Mich. at 181–82. The Court will not confuse

this case with a dispute arising under the law of partnerships..

B. Alleged Fraudulent Statements

1. Pro Forma Projections

Bucciarelli attacks the accuracy of the pro forma prepared in anticipation of the loan.

He concedes that the it was a projection based on estimates about economic conditions

that were subject to change. It was not a promise of future actions to be taken by

Nationwide. The prognostications in the pro forma therefore appear to be beyond the reach

of a fraudulent inducement claim. Custom Data Solutions, Inc. v. Preferred Capital, Inc.,
8

274 Mich. App. 239, 242 (2006); see also Evens-McCarthy, 2008 U.S. Dist. LEXIS 83702,

at *6 (finding, in a case where a Nationwide operating under the same agreement as

Bucciarelli entered a loan agreement that did not live up to expectations, that no fraudulent

inducement claim existed because "[p]laintiff does not allege that defendant

misrepresented its future conduct, but rather that defendant misrepresented, in essence,

the likely success of plaintiff's agency"). Bucciarelli admits that he relied on these

projections without seeking a second opinion as to their accuracy, and entered the

agreement anyway. While it is true that some Nationwide employees, when deposed,

expressed the opinion that some of the cashflow predictions in the pro forma were unduly

optimistic, that does not transform projections into false statement about Nationwide’s

future actions. Bucciarelli's accusations do not create a triable claim for fraud in the

inducement.

2. Class Plan M

The next contention made by Bucciarelli is that Nationwide’s premature enthusiasm

about “Class Plan M,” which was described in a 2004 e-mail to Bucciarelli as an opportunity

to grow Nationwide’s auto insurance business by offering more competitive rates, induced

him to expand his business under false pretenses. See E-mail from Joe Young, Mar. 16,

2004, ECF No. 71-4. In practice, Bucciarelli claims, the system only made Nationwide’s

rate-setting problems worse. But the e-mail constitutes nothing more than optimism about

the program's potential success, which, as a matter of law, cannot satisfy a fraudulent

inducement claim. Van Tassel v. McDonald’s Corp., 159 Mich. App. 745, 750 (1987) (“An

action for fraud may not be predicated upon the expression of an opinion or salesmen's talk

in promoting a sale, referred to as puffing.”). Moreover, since the claims in the e-mail were

made in 2004, the Court does not see how they could have induced Bucciarelli to enter a
9

loan agreement made one year prior to the e-mail being sent. The e-mail does not support

a claim of fraud in the inducement.

3. Promises to Offer Competitive Rates

Bucciarelli's claims about the rates Nationwide would offer on loans are also

insufficient to create a triable issue of fraud in the inducement. He asserts that Nationwide

assured him it was dedicated to making his new venture a success. From these

statements, he drew an inference that Nationwide would provide him with competitive

product rates, because of a well-understood relationship in the insurance industry between

rates and agency success. Bucciarelli Dep. 191–92. But no one claims that Nationwide

explicitly promised to give Bucciarelli more aggressive rates to give his venture a head

start. Indeed, the pro forma projections he developed alongside Nationwide contemplated

significant rate increases over the initial expansion period. Copy of Pro Forma 17, April 16,

2009, ECF No. 71-17. Moreover, under contractual language Bucciarelli signed not once,

but twice, during his tenure with Nationwide, the company had broad rights to alter its rates,

and even withdraw from doing business in Michigan, at its discretion, and without notice.

In re Allied Supermarkets, Inc., 951 F.2d 718 (6th Cir. 1991) does not compel a

different conclusion. In that case, the defendant grocery store made actual

misrepresentations of fact about expenses in gross profits it gave to agents operating its

grocery stores, and actively discouraged its agents from checking the gross profit numbers

for themselves. Allied Supermarkets, 951 F.2d at 721–22. But the case before the Court

does not present such an issue. Both sides in this case knew that insurance rates were

subject to change and that, try as Nationwide might, rates would sometimes be higher than

an agent would like. Moreover, both sides actively anticipated a period of steady rate

increases. Bucciarelli’s claim rests on assumptions about what Nationwide needed to do
10

to make him competitive, and not on any explicit promise from Nationwide that it would do

certain things to ensure his competitiveness. Nationwide is therefore entitled to summary

judgment on this theory of relief.

C. “Silent Fraud” Theories

1. Alternate Competition

The second thread of Bucciarelli’s argument attempts to cast certain business moves

made by Nationwide as a form of “silent fraud.” Silent fraud exists when a defendant

“suppresses material facts and there is a legal or equitable duty of disclosure.” M & D, Inc.

v. W.B. McConkey, 231 Mich. App. 22, 36 (1998). According to Bucciarelli's theory of the

case, Nationwide undercut its agents ability to successfully compete in an effort to pursue

growth, without letting the agents know about these changes. This was allegedly done in

two primary ways: through increased direct sales of insurance by the company, and by

using Allied, a wholly-owned subsidiary of Nationwide, as a “discount” broker of insurance

service that undercut Nationwide agents on price. 

Neither action by Nationwide creates a cause of action for “silent fraud.” Allied has

been a wholly-owned subsidiary of Nationwide since 1998, and Nationwide’s competition

between its own agents and agents of its subsidiary ought not to come as a surprise. Def.'s

Rep. 7, Apr. 7, 2011, ECF No. 75. Nationwide never hid this from Bucciarelli, or from

anyone else. Bucciarelli made no attempt to inquire when he entered the loan agreement

about potential alternative outlets of competition. The direct sales program is even less

relevant, as Nationwide did not begin this program until 2008 — five years after Nationwide

approved the CAP loan. Because Bucciarelli has not demonstrated Nationwide had a duty

to disclose these aspects of its business, or that it failed to disclose them, the claim fails.
11

Bucciarelli makes an effort to analogize Nationwide's usage of competing sales forces

to Little Caesar Enterprises, Inc. v. OPPCO, LLC, 219 F.3d 547 (6th Cir. 2000), but that

case is not on point. In Little Caesar, the defendant was a franchising company that bought

into Little Caesar franchises in South Dakota. Little Caesar, 219 F.3d at 549. In addition

to franchises, Little Caesar operated several company-owned restaurants inside of K-Marts

in the area where the defendant hoped to open franchises. Id. The real-estate manager

for Little Caesar told the defendant's representatives that the restaurants inside K-Marts

did not compete for business with the franchises. Id. In reality, the outlets in the K-Marts

did compete with the franchises. Id. at 550. The Sixth Circuit found that this satisfied the

elements of fraudulent inducement. Id. at 551–52. Little Caesar is not applicable to the

facts of this case. It involved very explicit fraudulent statements, not silent fraud, that went

directly to the company’s desire to engage in direct competition with franchisees.

Nationwide never claimed that Allied agents would not be in competition with Bucciarelli,

nor did it promise to refrain from a foray into the direct sales business. Accordingly, the

claim fails.

2. “Silent Fraud” Regarding Agents Achieving Loan Waiver

 Bucciarelli makes another accusation of silent fraud with respect to the prospects of

attaining loan waiver. He claims that he was never apprised that the rates of loan waiver

were dropping dramatically, and that certain officials in Nationwide disagreed with the loan

waiver program, calling it “unrealistic.” 

The charges fail for three reasons. First, Bucciarelli’s assertions about the waiver rate

are based on a misinterpretation of Nationwide's data. Bucciarelli attached to his motion

a chart showing statistics on the rate at which CAP loan participants achieved waiver or

partial waiver. CAP Loan Statistics, ECF No. 71-5. While it is true that there are
 1

 For instance, in 2002 and 2003, 45.9% and 32.7% of the CAP loans achieved full or

partial waiver, respectively. At the time the chart was made, these were the only periods

where none of the loans issued were active. By contrast, in 2004 and 2005, only 17.3%

and 4.8% of the loans were given some form of waiver, but those were periods in which

23.9% and 62.9% of the loans remained active. While waiver rates may have been on the

decline, for any number of reasons, the data does not support the notion that waiver had

become virtually impossible.

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dramatically fewer loans achieving "full waiver" in the later years of the program, this is not

because of a falloff in the program's success. What it actually reflects is the number of

loans that were still "active," i.e., that had yet to reach the deadline for achieving loan

waiver benchmarks.1 When only the “completed” loans are taken into account, over 42

percent of CAP loan recipients achieved complete or partial loan waiver. Nationwide could

not conceal the fact that the waiver deal was an unrealistic promise because it was never

a "fact" to begin with.

Second, there is no evidence that Nationwide attempted to conceal information about

the odds of achieving waiver. As suggested earlier, Bucciarelli uncritically accepted

Nationwide’s analysis of how realistic fulfillment of the loan would be, and did not ask for

additional data that would aid his decision, such as waiver rates. Webb v. First of Mich.

Corp., 195 Mich. App. 470, 474 (1992) (“[T]here can be no fraud where the means of

knowledge regarding the representation are available to the plaintiff and the degree of their

utilization has not been prohibited by the defendant.”). 

Third, even if was true that waiver was not an achievable outcome, that fact is not

relevant to a breach of contract dispute where no active concealment has been established.

Bucciarelli entered an arm’s length contract in which he agreed what the conditions were

for waiver, and the agreement was completely integrated. Expressions about the

plausibility of waiver, or the coherence of the performance requirements, cannot excuse

Bucciarelli from the bargain he struck. See Stopczynski v. Ford Motor Co., 200 Mich. App.
13

190, 193 (1993) (“[O]ne who signs a contract cannot seek to avoid it on the bases that he

did not read it or that he supposed that it was different in its terms.”). Therefore, this claim

of fraud in the inducement is not meritorious.

II. Breach of Contract Claims

Bucciarelli argues that there Nationwide engaged in"numerous" breaches of its

contract with him, but he limits his arguments to three actions it took. Under a choice-oflaw clause in the contract which Bucciarelli has not challenged, this aspect of the motion

is governed by Ohio law. None of these assertions Bucciarelli makes create an issue for

the jury, and the Court will therefore dismiss the breach of contract claim.

Promissory notes, such as the one signed in this case, are unilateral contracts under

Ohio law. As such, the agreement did not impose any obligations on Nationwide.

Resolution Trust Corp. v. J.B. Centron Dev. Co., 92 Ohio App. 3d 643, 648 (1993).

Moreover, under the Ohio Revised Code, which incorporates Article 3 of the Uniform

Commercial Code ("UCC"), promissory notes are generally treated as negotiable

instruments. Midland Title Security, Inc. v. Carlson, 171 Ohio App. 3d 678, 684 (2007). 

 As the maker of the note — i.e., the person obliged to pay the amount provided on the

note — Bucciarelli is not a party with rights to enforce obligations under the note, as

contemplated by the UCC. See Ohio Rev. Code Ann. § 130.31(A) (listing the parties with

rights to enforce the note). Therefore, Bucciarelli lacks standing to enforce the provisions

in the contract he claims Nationwide breached.

Even if he had standing, Bucciarelli's arguments lack freestanding legal merit anyway.

First, he argues that because he was not in default when Nationwide declared his loan

uncollectible and accelerated his obligations, Nationwide breached the contract. This point

is not relevant to the issues here. The credit agreement Bucciarelli and Nationwide entered
14

provides that "the date on which this Loan matures may be accelerated if [Bucciarelli] does

not continue to participate in the Agent Program to which this Loan is related." Credit

Agreement and Promissory Note at 000126, Nov. 19, 2003, ECF No. 70-6. When

Bucciarelli ended his participation in the Nationwide program, Nationwide had a right to call

their loan.

Second, Bucciarelli criticizes a 6% service fee Nationwide added to his loan payoff

that he believes cannot be explained. But Nationwide only added the fee in lieu of

continuing to compound interest on the loan, which actually served to mitigate Bucciarelli's

potential liability. Nationwide had the right to collect more interest on the loan than it

actually chose to, so even if the action formally constituted a breach of contract, it could not

have created a legally-cognizable harm. Credit Agreement & Promissory Note 1, Nov. 19,

2003, ECF No. 70-6.

Third, Bucciarelli insists that Nationwide should have applied extended earnings it

owed him to pay off the balance of the loan immediately. As a result of his work for

Nationwide, Bucciarelli was entitled to graduated payments for work he performed once he

resigned. More specifically, he was owed $7,334.60 per month in the first year after his

departure, and lump-sum payments of $80,007.13 the next two years. Bucciarelli Election

Form, Apr. 17, 2008, ECF No. 70-13. The reason Nationwide did not apply those

payments immediately to Bucciarelli's loan is that the payments were not yet owed to him.

The contract language providing that amounts Nationwide owed to Bucciarelli should be

applied to satisfy loan obligations in the first instance cannot be read to implicitly accelerate

obligations that had yet to take place. Accordingly, this argument is also meritless, and the

breach of contract claim fails.

III. Michigan Franchise Investment Law
15

Bucciarelli did not respond to Nationwide's arguments regarding the applicability of the

MFIL, Mich. Comp. Laws § 445.1501–46, to this case. The Court need not address all of

Nationwide's arguments in detail, but will highlight its most persuasive points. First, there

is no intent in either of Bucciarelli's employment agreements with Nationwide to form a

franchise. The word "franchise" is not used in either document. Jerome-Duncan Inc. v.

Auto-By-Tel, L.L.C., 989 F. Supp. 838, 842 (E.D. Mich. 1997) ("While not dispositive, [the

absence of the word 'franchise'] is clearly probative of what type of agreement was

reached."). Moreover, insurance law is heavily regulated in Michigan by a completely

separate body of law, and it seems unlikely that the parties would intend their relationship

to be governed by state franchise law rather than insurance law. See Def.'s Rep. 15 n.15

(summarizing cases from outside jurisdictions that conclude state insurance law governs

the relationships between insurers and agents, to the exclusion of franchise law). Second,

Bucciarelli produces no evidence that he paid a "franchise fee" to Nationwide to establish

his "right to enter into a business under a franchise agreement." Mich. Comp. Laws §

445.1503(1). The fee is required by law in order to make the provisions of the MFIL

applicable to a particular relationship. Id. § 445.102(3)(c) (listing the elements of a

"franchise" under the MFIL). Third, this Court has rejected attempts to apply the MFIL in

similar circumstances on at least four other occasions. See Def.'s Rep. 14–15

(summarizing cases). The Court concludes that summary judgment for Nationwide on this

final claim is also appropriate.

ORDER
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WHEREFORE, it is hereby ORDERED that Nationwide's motion for summary

judgment (docket no. 70) is GRANTED.

SO ORDERED.

s/Stephen J. Murphy, III 

STEPHEN J. MURPHY, III

United States District Judge

Dated: June 30, 2011

I hereby certify that a copy of the foregoing document was served upon the parties and/or

counsel of record on June 30, 2011, by electronic and/or ordinary mail.

Carol Cohron 

Case Manager