Michigan Supreme Court Lansing, Michigan
Chief Justice: Justices: Clifford W. Taylor Michael F. Cavanagh Elizabeth A. Weaver Marilyn Kelly 

# Opinion

Maura D. Corrigan Robert P. Young, Jr. Stephen J. Markman

FILED APRIL 11, 2007

BRIAN J. PERRY, Plaintiff-Appellee,

v No. 129943 GOLLING CHRYSLER PLYMOUTH JEEP, INC., Defendant-Appellant.

BEFORE THE ENTIRE BENCH TAYLOR, C.J. In this case, we are called on to de termine whether, pursuant to MCL 257.233(9), an application for title to a motor vehicle is “executed” and therefore the title is transferred to the new owner at the time the app lication is signed, or if the application is not “execu ted” and the title transferred until the application is sent to the Secretary of State. We hold th at “execution” is comp lete at signing and thus at that moment title transfers to th e new owner, without regard to mailing or delivery to the Secretary of State. Becau se the Court of Appeals held to the contrary on the basis of Goins v Greenfield Jeep Eagle, Inc , 449 Mich 1; 534NW2d 467 (1995), we reverse its judgment a nd reinstate the trial court’s grant of summary disposition for defendant. The relevant facts in this case are brief. Ksenia Nichols sought to purchase a vehicle from Golling Chrysler Plymouth Jeep, Inc. In that process, much of the paperwork had been complete d, including the application for title that Nichols had signed. Hours after taking possession of the vehicle, Nichols collided with a parked car, causing in jury to Brian Perry . Perry sued Gollin g, asserting that Golling was still the owner of the vehicle and thus lia ble under MCL 257.401 for the acts of its permissive user (Nichols), because, although the application for title had been signed, the title was not effectively transferred until the application was delivered to the Secretary of State. In making this argument, Perry relied on
Goins , supra , to assert that the transfer wa s incomplete until the mailing or delivery of the application of title to the Secretary of Stat e. Defendant argued that this was a misinterpretation of Goins and that the trans fer was effective upon the signing of the application for title. D efendant sought summ ary disposition under MCR 2.116(C)(10) on the basis of its und erstanding of when title is transferred, and the trial court granted defendant’s mo tion, ruling that at signing the title had transferred to Nichols and thus Golling wa s no longer the owner at the time of the accident. The Court of Appeals revers ed, however, on the basis of its interpretation of Goins , concluding that a question of fact existed regarding ownership of the vehicle. Unpublished opinion per cu riam, issued October 11, 2005 (Docket No. 254121). Golling sought leave to appeal fro m the judgment of

2the Court of Appeals. The Supreme C ourt directed the clerk to schedule oral argument on whether to gr ant the application. 47 4 Mich 1135 (2006).
STANDARD OF REVIEW We review de novo an issue of stat utory construction, and ascertain the legislative intent that ma y reasonably be inferred from the words expressed in the

statute. Quinto v Cross & Peters Co , 451 Mich 358, 362- 363; 547 NW2d 314 (1996). Likewise, a trial court’s gran t of summary disposition is reviewed de

novo. Chandler v Muskegon Co , 467 Mich 315, 319; 652 NW2d 224 (2002).
ANALYSIS Under MCL 257.401, the “o wner” of a vehicle is lia ble for inju ry resulting from operation of the vehicle, even if the owner is not the driver. An “owner” is one who holds the title (unless the vehi cle is leased). MCL 257.37. MCL 257.233(9) explains when title is transferred (emphasis added): Upon the delivery of a motor vehicle and th e transfer, sale, or assignment of the title or interest in a motor vehicle by a person, including a dealer, the effective date of the tr ansfer of title or interest in the vehicle shall be the date of execution of either the application for title or the assignment of the certificate of title. [ 1 ]

1 We note that MCL 257.233 was am ended by 2006 PA 317, effective January 3, 2007. Subs ection 9 now provides: Upon the delivery of a motor vehicle and th e transfer, sale, or assignment of the title or interest in a motor vehicle by a person, including a dealer, the effective date of the tran sfer of title or interest in the vehicle is the date of sign ature on either the application for title or the assignment of the cer tificate of title by the purchaser, transferee, or assignee.

3Thus, we must determine in this case what is the date of execution of either the application for title or the assignment of the certificate of title.
In Goins, supra , the issue was whether the title had been transferred where the Secretary of State had recei ved the application and i ssued a certificate of title, even though the deal er failed to ensure that the buy er had proper insurance, which should have precluded hi s being issued a title. 2 The Goins Court, in concluding that the title in that case had been tran sferred, said, “The app lication for title was executed when defendant sent the necessary forms to th e Secretary of State, and the certificate of title was executed when the Secretary of State issued a new certificate in the purchaser’s name.” Goins, supra at 14. This statement, by itself, does not clearly say when ex ecution occurred: because of sending and receipt at the Secretary of State or an earlier point (perhaps at the time of mailing before receipt or possibly at the moment of signi ng). This is not a flaw in the opinion because the only question the Goins Court had to answer, and did answer, was whether a title application sent to and recei ved by the Secretary of State is one that has been executed. In fact , the question the present ca se poses actually builds on the Goins question and asks: Conceding that execution was surely effected when the application was sent to the Secretary of State, was the execution effective at

2 MCL 257.233 was s lightly different at that time , with title transferring on “the date of execution of either the appli cation for title or the certificate of title,” rather than the “assignment of the certificate of title.”

4some point before th at? We believe it was effective even earlier. It was effective at the moment of signing. Our caselaw has consisten tly held that execution requires signing, and that delivery is separate from execution. 3 Other statutes within the Michigan Vehicle Code likewise indicate that mailing or delivery occurs after execution. 4 This is also consistent with the definition of “execute” found in Black’s Law Dictionary (6th ed): “To comple te; to make; to sign; to perform ; to do; to fo llow out; to carry out according to its terms; to fulfill the command or purpos e of.” This, then, is the correct understanding of “execute d” in MCL 2 57.233(9), and Goins is entirely harmonious with this reading of the statute. The disse nt’s suggestion that our holding necessi tates overruling Goins reflects a misunderstandi ng of our holding, and we reject it. We conclude that the application for title was execu ted in this case because it was signed by the parties. Defendant was not required to send the application to the Secretary of State in ord er to complete the executi on. We clarify that the statement in Goins was incorrectly understood by th e Court of Appeals to require

3 See, e.g., Farrell v Nutter , 362 Mich 639; 107 NW2d 770 (1961); Wiedbrauk v Wiedbrauk , 284 Mich 15; 278 NW 747 (1938); Roth v Smilay , 251 Mich 381; 232 NW 220 (1930). 4 For example, MCL 257.238, which requires the person named as the owner on the certificate of title to add s ecurity interests to the title, requires the owner to first “execute” an application, then “deliver” it to the holder of the security interest, and then requires that the owner “shall cause the [application] to be mailed or delivered” to the Secretary of State.

5delivery as part of the ex ecution. We reverse the Cour t of Appeals judgment and reinstate the trial court’s grant of summary disposition for defendant. Clifford W. Taylor Elizabeth A. Weaver Maura D. Corrigan Robert P. Young, Jr. Stephen J. Markman

6v S T A T E O F M I C H I G A N
SUPREME COURT

BRIAN J. PERRY, Plaintiff-Appellee,
No. 129943 GOLLING CHRYSLER PLYMOUTH JEEP, INC., a Michig an corporation, Defendant-Appellant.

KELLY, J. ( dissenting ). I would deny the application for leave to appeal. Although the majority contends that it merely expands on this Court’s holding in Goins , 1 in point of fact, it distorts and actually rewrites the Goins holding. Also, the critical statement in
Goins that “[t]he application for title was executed when defendant sent the necessary forms to the Secretary of State,” id ., was essential to the determination of the case and therefore is binding precedent for this cas e. When the majority misreads the statement, it effectively overrules Goins . I maintain that Goins should not be overruled.

1 Goins v Greenfield Jeep Eagle, Inc , 449 Mich 1, 14; 534 NW2d 467 (1995).T HE G OINS D ECISION

The issue in Goins was whether an automob ile dealership remained the owner of a vehicle when the dealership failed to send proof of its purchaser’s insurance coverage to th e Secretary of State. Goins v Greenfield Jeep Eagle, Inc , 449 Mich 1, 2; 534 NW2d 467 (1995). In deciding the cas e, the Michigan Supreme Court noted that the dealers hip’s liability turn ed on whether the dealership owned the vehicle on the date th e vehicle was involved in an accident. Id. at 4. The Court reiterated the importan ce to ownership of the transfer of title. Id. at 13-14. Specifically, it noted that “[t ]itle transfers when there has been an ‘execution of either the application fo r title or the certificate of title.’” Id. at 14, citing MCL 257.233(5). 2 In that regard, the Goins Court made this statement:
The application for title was ex ecuted when [the dealership] sent the necessary forms to the S ecretary of State, and the certificate of title was executed when the S ecretary of State issued a new certificate in the purchaser’s name. [ Goins, 449 Mich at 14.]

2 1998 PA 346 redesignate d subsection 5 as subs ection 9. 1999 PA 206 amended subsection 9 by inserting the term “assignment of the.” When th e instant case accrued, MCL 257 .233(9) stated: Upon the delivery of a motor vehicle and th e transfer, sale, or assignment of the title or interest in a motor vehicle by a person, including a dealer, the effective date of the tran sfer of title or interest in the vehicle shall be the date of the execution of either the application for title or the assignm ent of the certificate of title.

2Therefore, because both events had occurred by the time of the accident, the Court concluded that title had transferred and th e dealership was not the vehicle owner, hence not liable. Id. at 14.

T HE M AJORITY D ISTORTS THE H OLDING OF G OINS The majority contends that its opinion does not necessitate an overruling of
Goins because its opinion is a harmonious extension of the Goins holding. The irrefutable fact is that the Goins Court wrote that the a pplication for “title was executed when [the dealership] sent the necessary forms to the Secretary of State.”
Goins , 449 Mich at 14. The majority effec tively rewrites this sentence to read, “the application for title had been executed by the time the dealership sent the necessary forms to the Secretary of State.” It then adds that the application for title was executed at the moment the purch aser signed the application for title. The majority implies that the Goins Court was sloppy in its phraseology. That seems unlikely given that the Goins Court dedicated a signifi cant portion of its analysis to past decisions that empha sized the importance of the transfer of title to the transfer of ownership. See Goins , 449 Mich at 10-14. Considering its detailed discussion of the im portance of deciding when title transferred, it is not credible that the Goins Court found it unnecessary to sp ecify the exact moment the title transferred. Fo r that reason, I conclude that the Goins Court meant what it wrote: the application for title was execu ted, hence title transferred, “when [the dealership] sent the necessary fo rms to the Secretary of State.”

3T HE S TATEMENT IN G OINS WAS C ENTRAL TO THE H OLDING OF THE C ASE The statement under consid eration was not dictum fo r the reason that it was essential to the determination of the case. 3 As indicated above, the dealership’s liability in Goins turned on whether it owned th e vehicle at the time of the accident. Goins , 449 Mich at 4. The Goins Court concluded that the dealership did not own it because both requirements of MCL 257.233(5) had been satisfied. Id . at 14. In order to make that determin ation, the Court had to ascertain whether, at the time of the accident, the app lication for title had been executed. Id

. Accordingly, the Court’s st atement that the applicat ion was executed when the necessary forms were sent to the Secretary of State was part of the resolution of the central issue. The Court of Appeals was correct in relying on Goins to conclude that the date the dealership mailed the applicatio n to the Secretary of State determined whether the dealers hip was liable. Perry v Golling Chrysler Plymouth Jeep, Inc  ̧ unpublished opinion per curiam of the Cour t of Appeals, issued October 11, 2005 (Docket No. 254121). Moreover, the statement in Goins binds this Court in this

case.

3 “Statements and comments in an opinion concerning some rule of law or legal proposition not necessar ily involved nor essential to determination of the case in hand are obiter dicta, and lack th e force of an adjudication.” Black’s Law Dictionary (6th ed), defining “dictum.”

4A PPLICATION OF THE R OBINSON FACTORS Because the majority reads Goins as it does, it denies that it has overruled that case

. As a consequence, it ma kes no mention of the Robinson 4 factors. But given that the Robinson Court held that precedent should not be overturned without consideration of these factors, I will apply them now. We sh ould consider whether Goins was wrongly decided. Robinsion , 462 Mich at 464. We should also determine whether Goins “defies ‘practical work ability,’ whether reliance interests would work an un due hardship, and whether changes in the law or facts no longer justify the [ Goins ] decision.” Id

. My application of the Robinson factors reveals that Goins should not be overturned. First and most importantly, the Goins Court did not err in holding that the application for title was executed when the dealershi p sent it to the Secretary of State. This conclusion requires an un derstanding of MCL 2 57.233. When the claim in Goins occurred, the Legislature had not defined the term “execute,” as it appears in the statute. However, the st atute does address owners transferring title. Therefore, it was reasonable for the Goins Court to conclude that the term “execute” referred to an action th at the owner, i.e., the d ealership, must take. Moreover, the Goins Court’s statement that ex ecution occurred when the dealership sent the necessary forms to the Secretary of State was consistent with how Michigan courts interpreted the statute at the time. In Zechlin v Bridges

4 Robinson v Detroit , 462 Mich 439; 613 NW2d 307 (2000).

5Motors Sales , 5 which the Goins Court cited, the Court of Appeals observed that the effective date of a transfer of title is th e date of the execution of the application for title. Id. at 342. In Zechlin, the dealership had filed the application for title with the Secretary of State before the accide nt occurred. Id. at 342. Therefore, the Court of Appeals concluded th at the dealership’s ownershi p interest in the vehicle terminated before the accident. Id. A ccordingly, the Goins Court’s determination that execution occurr ed when the dealership sent the necessary forms to the Secretary of State was consistent with how the Court of App eals interpreted the statute at the time. There is also a public policy basis for the Goins decision. By holding that the application was executed when the dealership sent th e application for title to the Secretary of State, the Goins Court prevented a possi ble fraud on buyers. Were execution interpreted to occur when the buyer si gned the application, the dealership, no longer the owner, could es cape liability for a subsequent accident yet retain the application. It could thereb y try to prevent the buyer from obtaining a certificate of title until the buyer pa id it more for the vehicle. The Goins holding circumvented this prob lem. For the above reasons, I believe that Goins was correctly decided. Additionally, no argument ha s been made that the Goins decision cannot be applied in a practical manner. Robinson, 462 Mich at 464. The Goins rule that the

5 190 Mich App 339, 342; 475 NW2d 60 (1991).

6application for title is considered executed wh en the dealership sends it to the Secretary of State is easy to understand and to apply. 6
The next Robinson factor to consider is whet her, if the decision were overturned, reliance interests wo uld work an u ndue hardship. Robinson, 462 Mich at 464. It is unknown whether or how dealerships and vehicl e purchasers altered their procedures in order to conform to the holding in Goins . Therefore, it is not possible to ascertain whether ther e will be any hardship when Goins is overturned. The final factor to consider is wheth er changes in the law or facts no longer justify the decision. Id. From the time Goins was decided until the time the instant case arose, the rel evant portion of MCL 257.23 3 remained the same. Specifically, the statute provided that one could ascertain the date of transfer of title by identifying the date of execution of th e application for title. Also, the record does not reflect that the procedure for obtaining title to a motor vehicle has changed. Accordingly, no change has occurred in th e law or facts. Considering all the Robinson factors, Goins should not be overturned.

6 See, e.g., Akmakjian v Make a De al Auto Sales, Inc , unpublished opinion per curiam of the Court of Appeals , issued August 6, 19 96 (Docket No. 181933) (referring to Goins and deciding that the applica tion for title was executed on the date that the dealership completed the applic ation for title), and Hartford Accident & Indemnity Co v The Us ed Car Factory, Inc, unpublished opinion per curiam of the Court of Appeals, issued December 9, 1997 (Docket No. 198104) (The court rejected the dealership’s argument that title transferred when the dealership and the purchaser signed the application. It also referred to Goins for the proposition that execution of the appli cation for title does not occur until the dealership sends the necessary forms to the Secretary of State.).

7C ONCLUSION The majority has rewr itten the holding in Goins . Moreover, the statement
in Goins that execution occurred wh en the dealership sent the necessary forms to the Secretary of State was esse ntial to the determination of that case. Therefore, it is binding preceden t. Finally, the Robinson factors do not support overruling
Goins . For these reasons, Goins should remain good law. Its holding governs this case, as the Court of Appeals recognized. Therefore the Court of Appeals decision was proper and the application for l eave to appeal sh ould be denied. Marilyn Kelly Cavanagh, J. I would deny leave to appeal. Michael F. Cavanagh

8