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STATE OF MICHIGAN 

COURT OF APPEALS 

INTERNATIONAL OUTDOOR, INC., 

 Plaintiff-Appellant, 

UNPUBLISHED 

December 30, 2014 

v No. 317703 

Wayne Circuit Court 

DIX ROAD, LLC, RICHARD GOLDEN, DIX 

LAND, LLC, and STEVEN LAFFEY, 

LC No. 13-005679-CZ 

 Defendants-Appellees. 

Before: MURRAY, P.J., and SAAD and HOEKSTRA, JJ. 

PER CURIAM. 

 Plaintiff appeals the trial court’s grant of summary disposition to defendants. For the 

reasons stated below, we affirm. 

I. FACTS AND PROCEDURAL HISTORY 

 This case involves a dispute over a lease of real-estate for a billboard in Lincoln Park. In 

1998, defendant Dix Road’s predecessor in interest, the Donald L. Golden Trust,1

 leased part of a 

property it owned to plaintiff International Outdoor’s predecessor in interest, Rite Media of 

Michigan, to use for a billboard. The lease had a 20 year term, but gave the lessor the right to 

prematurely terminate the lease if it sold the property to a third party that did not want to assume 

the lease. In the event of termination, the lessor was required to pay the lessee $47,700 “less an 

amount equal to 1/53rd of [$47,700] for each month after the Effective Date of this Lease until 

the effective date of such termination.” 

 International Outdoor acquired its interest in the billboard lease via assignment, and Dix 

Road purchased the property from the Donald L. Golden Trust in May 2007. Dix Road 

attempted to terminate the lease in July 2007, but subsequently withdrew the termination request. 

 Dix Road resumed its efforts to end the lease in early 2008, when it apparently signed a 

new lease with AT&T to use the property for retail purposes. Around the time of the lease 

 

1

 Donald Golden was defendant Richard Golden’s father. 
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negotiations,2

 Dix Road sold the property to defendant Dix Land, a corporation created in March 

2008 by defendant Steven Laffey, a longtime business associate of Dix Road owner Richard 

Golden. After the sale, Dix Road requested that the billboard lease be terminated. 

 International Outdoor did not remove its billboard, however. Dix Road then sued3

 it for 

eviction in district court, and demanded that the court enforce the lease’s termination clause in a 

motion for summary disposition under MCR 2.116(C)(10). International Outdoor responded 

with its own motion for summary disposition, and argued, among other things, that the purported 

sale of the property to Dix Land was a “sham” to “effectuate the termination” of the billboard 

lease. To support its assertion, International Outdoor pointed to the supposed lack of 

consideration in Dix Road and Dix Land’s purchase agreement, and the close association 

between the owners of the corporations, Golden and Laffey. 

 In August 2011, the district court rejected International Outdoor’s arguments and granted 

Dix Road’s motion for summary disposition.4

 Specifically, the court held that “the Offer to 

Purchase by Dix Land is valid and not bogus,” and stated that the purchase agreement between 

Dix Road and Dix Land was supported by consideration. Accordingly, it ruled that termination 

of the billboard lease was proper. International Outdoor appealed the ruling to the circuit court, 

and made the same arguments there as it did at the district court. Though the circuit court noted 

that the sales transaction between Dix Road and Dix Land was “a little fishy,” it affirmed the 

district court’s decision in an order issued on December 2, 2011. 

 International Outdoor brought the instant action in May 2013 in the Wayne Circuit Court, 

and again argued that the property sale between Dix Road and Dix Land was a “sham” to allow 

Dix Road to terminate the billboard lease. Specifically, International Outdoor brought a host of 

tort claims against defendants, including fraud, tortious interference, and silent conspiracy. 

Defendants moved for summary disposition under MCR 2.116(C)(7) and 2.116(C)(8), and 

argued that International Outdoor’s lawsuit was barred by res judicata, because the issue of 

whether the sales transaction was a “sham” had been fully litigated in the 2011 lawsuit. The trial 

court agreed that res judicata barred the action, and granted defendant’s motion for summary 

disposition. 

 On appeal, International Outdoor argues that res judicata is inapplicable to its suit 

because: (1) its affirmative defenses in the 2011 suit were contract based, and its present claims 

are based in tort; and (2) defendants Steven Laffey and Dix Land are not parties or privies to the 

 

2

 The parties dispute the precise timeline of events on the AT&T lease negotiations and sale of 

the property to Dix Land, but the timing of both is inconsequential for the issues presented in this 

case. 

3

 Richard Golden was also a plaintiff in the 2011 lawsuit. 

4

 The trial court did not indicate under which subsection it granted summary disposition. 

However, it appears that the court granted summary disposition under subsection (C)(7), as that 

subsection provides for summary disposition when a claim is barred by res judicata. RDM 

Holdings, LTD v Continental Plastics Co, 281 Mich App 678, 687; 762 NW2d 529 (2008). 
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plaintiffs in the 2011 action, Richard Golden and Dix Road. Defendants ask us to uphold the 

trial court’s grant of summary disposition. 

II. STANDARD OF REVIEW 

A trial court’s decision on a motion for summary disposition is reviewed de novo. 

Tenneco Inc v Amerisure Mut Ins Co, 281 Mich App 429, 443; 761 NW2d 846 (2008). When 

reviewing the holding, we view the evidence in the light most favorable to the party opposing the 

motion. Maiden v Rozwood, 461 Mich 109, 118; 597 NW2d 817 (1999). Summary disposition 

is appropriate under MCR 2.116(C)(7) where a claim is barred by res judicata. RDM Holdings, 

LTD v Continental Plastics Co, 281 Mich App 678, 687; 762 NW2d 529 (2008). 

A motion for summary disposition under MCR 2.116(C)(10) “is appropriate . . . if there 

is no genuine issue regarding any material fact and the moving party is entitled to judgment as a 

matter of law. A genuine issue of material fact exists when the record, giving the benefit of 

reasonable doubt to the opposing party, leaves open an issue upon which reasonable minds might 

differ.” West v Gen Motors Corp, 469 Mich 177, 183; 665 NW2d 468 (2003). 

III. ANALYSIS 

A. RES JUDICATA 

 The doctrine of res judicata, also referred to as “claim preclusion,”5

 “precludes 

relitigation of a claim when it is predicated on the same underlying transaction that was litigated 

in a prior case.” Duncan v Michigan, 300 Mich App 176, 194; 832 NW2d 761 (2013) (emphasis 

added).6 Specifically, res judicata bars a subsequent action when “(1) the first action was 

decided on the merits, (2) the matter contested in the second action was or could have been 

resolved in the first, and (3) both actions involve the same parties or their privies.” Estes v Titus, 

481 Mich 573, 585; 751 NW2d 493 (2008). 

Here, the instant case does not involve the same cause of action as the 2011 lawsuit. The 

2011 lawsuit, brought by defendant Dix Road, involved eviction, and International Outdoor pled 

affirmative defenses premised on contract theories. This case, by contrast, involves multiple tort 

claims brought by International Outdoor—wholly different claims than those raised in the 2011 

lawsuit. Accordingly, this case is not precluded by res judicata, and the trial court was incorrect 

to so hold. 

B. COLLATERAL ESTOPPEL 

1. LEGAL STANDARDS 

 

5 Bennett v Mackinac Bridge Auth, 289 Mich App 616, 629; 808 NW2d 471 (2010). 

6

 See also Glaubius v Glaubius, 306 Mich App 157, 173; 855 NW2d 221 (2014) (“[r]es judicata 

prevents multiple suits litigating the same cause of action”) (internal citations omitted). 
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“Collateral estoppel, or issue preclusion, precludes relitigation of an issue in a 

subsequent, different cause of action between the same parties or their privies when the prior 

proceeding culminated in a valid final judgment and the issue was actually and necessarily 

determined in the prior proceeding.” Ditmore v Michalik, 244 Mich App 569, 577; 623 NW2d 

642 (2001) (emphasis added). The doctrine “requires that (1) a question of fact essential to the 

judgment was actually litigated and determined by a valid and final judgment, (2) the same 

parties had a full and fair opportunity to litigate the issue, and (3) there was mutuality of 

estoppel.” Estes, 481 Mich at 585. “[M]utuality of estoppel requires that in order for a party to 

estop an adversary from relitigating an issue that party must have been a party, or in privy to a 

party, in the previous action. In other words, [t]he estoppel is mutual if the one taking advantage 

of the earlier adjudication would have been bound by it, had it gone against him.” Monat v State 

Farm Ins Co, 469 Mich 679, 684–685; 677 NW2d 843 (2004) (citations and quotation marks 

omitted; alterations in original).7

“A person is in privy to a party if, after the judgment, the person has an interest in the 

matter affected by the judgment through one of the parties, such as by inheritance, succession, or 

purchase.” Husted v Auto-Owners Ins Co, 213 Mich App 547, 556; 540 NW2d 743 (1995), reh 

gtd on other grounds 455 Mich 862. “To be in privity is to be so identified in interest with 

another party that the first litigant represents the same legal right that the later litigant is trying to 

assert.” Adair v Michigan, 470 Mich 105, 122; 680 NW2d 386 (2004). “The outer limit of the 

doctrine traditionally requires both a ‘substantial identity of interests’ and a ‘working functional 

relationship’ in which the interests of the nonparty are presented and protected by the party in the 

litigation.” Id., quoting Baraga Co v State Tax Comm, 466 Mich 264, 269; 645 NW2d 13 

(2002). 

2. APPLICATION 

Here, collateral estoppel precludes International Outdoor’s lawsuit. In both the 2011 suit 

and this action, International Outdoor’s principal argument was that the sale of the property from 

Dix Road to Dix Land was a “sham” transaction to allow Dix Road to terminate the billboard 

lease. While the 2011 suit couched this argument in the language of contract law, and this action 

brings multiple claims in tort, the fact necessary to prove each set of arguments is that the sale 

transaction was a “sham” or in some way fraudulent. 

 This issue was “actually litigated” before the district court, decided by the district court, 

and affirmed by the circuit court in 2011. It was also “essential to the judgment,” in that, had the 

district court found the property sale between Dix Road and Dix Land to be a “sham,” it could 

not have permitted defendants to proceed under the termination clause of the billboard lease. 

Because International Outdoor chose not to appeal the judgment of the district court beyond the 

circuit court, the court’s judgment became “valid and final.” International Outdoor cannot now 

seek to relitigate that judgment when it has already had a “full and fair opportunity” to do so. 

 

7

 Mutuality of estoppel is not always required for collateral estoppel to apply. See Monat, 469 

Mich at 687–688. 
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 Finally, this action shares mutuality of estoppel with the 2011 lawsuit, because the parties 

here are identical to or in privity with the parties to the 2011 lawsuit. The sale of property 

between Dix Road and Dix Land at issue in the 2011 lawsuit involved all the defendants to this 

action. In the 2011 lawsuit—as here—Dix Road defended the property sale against International 

Outdoor’s claim that it was fraudulent. As such, Dix Road defended the interests of all the 

defendants to this action in the 2011 lawsuit, and it “represent[ed] the same legal right that the 

later litigant[s] [i.e., Steven Laffey and Dix Land] [are] trying to assert.” Adair, 470 Mich at 

122.

IV. CONCLUSION 

Accordingly, International Outdoor’s action is barred by collateral estoppel. The trial 

court thus reached the right result, albeit for the wrong reason, and its order is therefore 

affirmed.8 

 Affirmed. 

/s/ Christopher M. Murray 

/s/ Henry William Saad 

/s/ Joel P. Hoekstra 

 

8

 See Hare v Starr Commonwealth Corp, 291 Mich App 206, 225; 813 NW2d 752 (2011).