Spectrum Health Hospitals v. Auto-Owners Insurance Company ( 2017 )


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  •                           STATE OF MICHIGAN
    COURT OF APPEALS
    SPECTRUM HEALTH HOSPITALS,                                         UNPUBLISHED
    SPECTRUM HEALTH PRIMARY CARE                                       February 23, 2017
    PARTNERS, doing business as SPECTRUM
    HEALTH MEDICAL GROUP, and REED CITY
    HOSPITAL CORP., doing business as
    SPECTRUM HEALTH REED CITY CAMPUS,
    Plaintiffs-Appellants,
    v                                                                  No. 330914
    Kent Circuit Court
    AUTO-OWNERS INSURANCE CO., HOME-                                   LC No. 14-011452-NF
    OWNERS INSURANCE CO., MICHIGAN
    ASSIGNED CLAIMS PLAN, MICHIGAN
    AUTOMOBILE PLACEMENT FACILITY, and
    JOHN DOE INSURANCE CO.,
    Defendants-Appellees.
    Before: BORRELLO, P.J., and MARKEY and M. J. KELLY, JJ.
    PER CURIAM.
    Plaintiffs, medical providers to Angela Grant who was injured in a March 2014 motor
    vehicle accident, appeal by right the trial court’s order granting defendants Auto-Owners
    Insurance Company and Home-Owners Insurance Company (Auto-Owners),1 summary
    disposition of plaintiffs’ complaint for no-fault personal protection insurance (PIP) benefits
    under a policy Auto-Owners issued to Vera Herington, Grant’s mother-in-law. We affirm.
    The material facts are undisputed. Vera Herington is the mother of Arthur Grant, the
    registered owner of the 1994 Buick that Arthur’s wife, Angela Grant, was driving when she was
    involved in an accident resulting in her receiving significant injuries for which plaintiffs
    1
    The name of both Auto-Owners Insurance Company and Home-Owners Insurance Company
    appear on the automobile insurance policy at issue; the parties refer to both collectively in the
    singular as Auto-Owners. It appears that both companies are part of the Auto-Owners Insurance
    Group, although the exact relationship of the companies is not clear from the record.
    -1-
    provided “reasonably necessary products, services and accommodations for an injured person’s
    care, recovery, or rehabilitation.” MCL 500.3107(1)(a). At the time of the accident in March
    2014, Arthur and Angela had been married for over twenty years and resided together in Leroy,
    Michigan. In late 2013, Arthur and Angela experienced marital difficulties that resulted in
    Arthur temporarily living with his mother in her Bitely, Michigan home. Arthur and Angela
    resolved their marital difficulties, and Arthur returned to the marital home to reside with Angela
    in February 2014. While Arthur resided with Vera, the 1994 the Buick remained at the marital
    home, but Arthur took the keys with him.
    Vera Herington has had an automobile insurance policy with Auto-Owners for many
    years under which she insured several vehicles that she owned or had interest in. During the
    period of time that Arthur resided with her when Arthur was having marital difficulties with
    Angela, Herington went to her long-time insurance agent and added Arthur as a rated driver and
    Arthur’s 1994 Buick as an insured vehicle to her Auto-Owners policy. The addition of the Buick
    to the policy occurred on January 4, 2014 with the policy term running through July 4, 2014.
    The policy change for the Buick included personal injury protection insurance coverage for “full
    medical and full wage” and Auto-Owners assessed a premium of $217.40 for this coverage.
    At the time of the accident, neither Arthur nor Angela resided with Vera Herington at her
    home in Bitely, Michigan. Instead, Arthur and Angela lived together in Leroy, Michigan.
    Further, neither Arthur nor Angela maintained insurance on Arthur’s 1994 Buick as required by
    MCL 500.3101(1), nor did they maintain any other no-fault insurance.
    At some point, Angela Grant submitted a claim for no-fault benefits to Auto-Owners
    under Vera Herington’s auto insurance policy. On April 22, 2014, Auto-Owners’ representative
    denied Angela’s claim on the basis that its policy did not come within the statutory priority list of
    insurers liable to pay no-fault benefits set forth in MCL 500.3114.
    In March, April, and May 2014, plaintiffs’ representatives submitted to Auto-Owners
    “UB-04 billing forms, Itemized Statements and medical records documenting [their] claims” for
    no-fault benefits in connection with the “reasonably necessary” services provided to Angela
    Grant because of for her accidental injuries. It is not clear if Auto-Owners ever formally
    responded to these claims, but they were not paid.
    On August 14, 2014, plaintiffs submitted their claim for no-fault benefits regarding
    charges for treatment they provided Angela Grant related to the March 2014 accident to the
    Michigan Assigned Claims Plan (MACP). On September 15, 2014, the MACP denied plaintiffs’
    claim because “[t]he owner, co-owner or constructive owner of an uninsured vehicle or
    motorcycle involved in an accident is not entitled to PIP benefits.” See MCL 500.3113(b), and
    MCL 3101(2)(k)(i).
    On December 9, 2014, plaintiffs filed their complaint for no-fault benefits against Auto-
    Owners, which included Count II, a claim for mandamus to require the MACP or the Michigan
    Automobile Insurance Placement Facility (MAIPF) to assign plaintiffs’ claim to a no-fault
    insurer and Count III, a claim for no-fault benefits from a “John Doe” insurer to be assigned by
    the MACP. Counts II and III were later dismissed on motion for summary disposition with an
    -2-
    order entered July 31, 2015. The trial court reasoned with respect to these clams that either
    Auto-Owners was liable or else Angela Grant was excluded from recovery.2
    On September 18, 2015, Auto-Owners moved for summary disposition on the grounds
    that it was not the priority insurer under MCL 500.3114 because neither Angela Grant nor Arthur
    Grant was a named insured under its policy with Herington and because at the time of the
    accident neither Grant was a resident relative of Herington. Furthermore, Auto-Owners argued
    that Vera Herington was not an owner of the 1994 Buick, MCL 500.3101(1)(k), but rather the
    Buick was registered to and owned by Arthur Grant.
    Plaintiffs opposed the motion and invited the trial court “to exercise it discretion under
    MCR 2.116(I)(2) to reform the Auto-Owners policy to include Arthur Grant as a named insured,
    and, except as to the issue of damages, grant summary disposition in Spectrum’s favor.”
    On November 19, 2015, the trial court heard the parties’ arguments. The trial court
    distinguished the primary case on which plaintiffs relied: Corwin v Auto Club Ins Ass’n, 
    296 Mich. App. 242
    ; 819 NW2d 68 (2012). The trial court determined that while the situation in
    Corwin had some similarities to the present case, there were also significant differences.
    Specifically, trial court reasoned, the Corwin Court found that the defendants in that case set up a
    scheme that violated the public policy of the no-fault act. Furthermore, the plaintiff in Corwin
    believed he had insurance on the vehicle involved in the accident. In the present case, the Grants
    were aware they had no insurance, and Auto-Owners had done nothing to violate the no-fault act.
    Also, the trial court reasoned that “reformation is a fairly radical step which Courts take
    reluctantly and only when certain circumstances are clearly established and the need for it is
    obvious . . . .” Therefore, the trial court declined to reform the policy and granted Auto-Owners
    summary disposition. The trial court denied reconsideration and plaintiffs appeal by right.
    The trial court’s decision to grant summary disposition and the many included questions
    of law such as the interpretation of statutes and contracts are reviewed de novo. Burkhardt v
    Bailey, 
    260 Mich. App. 636
    , 646; 680 NW2d 453 (2004). Similarly, whether a person has an
    “insurable interest” to support an insurance contract, Morrison v Secura Ins Co, 
    286 Mich. App. 569
    , 572; 781 NW2d 151 (2009), and whether a given set of facts justify the granting of
    equitable relief, Johnson Family Ltd Partnership v White Pine Wireless, LLC, 
    281 Mich. App. 364
    , 371; 761 NW2d 353 (2008), are both question of laws reviewed de novo.
    A motion for summary disposition under MCR 2.116(C)(10) is reviewed de novo, testing
    the factual sufficiency of a claim and must be supported by affidavits, depositions, admissions,
    or other documentary evidence. Corley v Detroit Bd of Ed, 
    470 Mich. 274
    , 278; 681 NW2d 342
    (2004). The trial court in deciding the motion must view the substantively admissible evidence
    submitted up to the time of the motion in a light most favorable to the party opposing the motion.
    Maiden v Rozwood, 
    461 Mich. 109
    , 121; 597 NW2d 817 (1999). The motion should be granted if
    there is no genuine issue of material fact and the moving party is entitled to judgment as a matter
    of law. West v Gen Motors Corp, 
    469 Mich. 177
    , 183; 665 NW2d 468 (2003). “A genuine issue
    2
    Plaintiffs have not appealed this ruling.
    -3-
    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.” 
    Id. We conclude
    that the trial court properly granted summary disposition to Auto-Owners.
    Angela Grant is not entitled to no-fault benefits under Auto-Owners policy because she is not a
    named insured, and she is not a relative domiciled in the household of the named insured, Vera
    Herington. 500.3114(1). Angela Grant also is not entitled to no-fault benefits under Herington’s
    insurance policy because Auto-Owners is not the insurer of either Arthur Grant, the owner of the
    vehicle, or Angela Grant its operator. MCL 500.3114(4). Further, Angela Grant was not entitled
    to no-fault benefits under MCL 500.3113(b) because she was also its “owner” under MCL
    500.3101(2)(k)(i) as “having the use” of the Buick “for a period that is greater than 30 days.”
    Plaintiffs’ right to no-fault benefits from Auto-Owners depends on whether Angela Grant
    has a right to no-fault benefits. See Chiropractors Rehab Grp, PC v State Farm Mut Auto Ins
    Co, 
    313 Mich. App. 113
    , 126-130; 881 NW2d 120 (2015) (and cases it cites). On the facts of this
    case, the trial court properly denied plaintiff’s request for reformation by correctly distinguishing
    the sole published case on which plaintiffs rely, Corwin, 
    296 Mich. App. 242
    , finding that the
    public policy concerns of that case were not present in the instant case and because the injured
    party in Corwin—the statutory owner of the leased vehicle required to maintain security—
    believed he had been paying for no-fault insurance. Auto-Owners alternative argument to affirm
    the trial court because plaintiffs are not parties to the contract between Auto-Owners and
    Herington and, therefore, lack standing to seek its reformation, also has merit.3 So, the trial court
    properly denied reformation of Herington’s insurance policy. Because Angela Grant cannot
    claim no-fault benefits from Auto-Owners under MCL 500.3114, see Belcher v Aetna Cas &
    Surety Co, 
    409 Mich. 231
    , 251-252; 293 NW2d 594 (1980) (holding that § 3114 is both a priority
    and an entitlement provision), and plaintiffs’ rights to no-fault benefits depend on Angela
    Grant’s rights, see Chiropractors Rehab 
    Grp, 313 Mich. App. at 126-130
    , plaintiffs cannot claim
    no-fault benefits under the Auto-Owners policy. Consequently, the trial court correctly granted
    Auto-Owners summary disposition.
    Plaintiffs present no argument that they have a right to no-fault benefits from Auto-
    Owners issued to Herington absent the policy being reformed to add Arthur Grant as a named
    insured. Plaintiffs’ argument relies almost entirely on Corwin, contending that case requires the
    reformation of every automobile insurance contract when the named insured purchases PIP
    coverage with respect to a motor vehicle but lacks an insurable interest. Plaintiffs further suggest
    that MCL 500.3101(3), providing that “[a] policy of insurance represented or sold as providing
    3
    Contrary to plaintiffs’ argument, preservation requirements regarding a claim of error on appeal
    do not apply. Instead, without filing a cross-appeal, Auto-Owners may “urge an alternative
    ground for affirmance, even if the alternative ground was considered and rejected by the lower
    court or tribunal.” Boardman v Dep’t of State Police, 
    243 Mich. App. 351
    , 358; 622 NW2d 97
    (2000), citing Middlebrooks v Wayne Co, 
    446 Mich. 151
    , 166, n 41; 521 NW2d 774 (1994).
    Similarly, this Court “will not reverse when a trial court reaches the right result for a wrong
    reason.” Neville v Neville, 
    295 Mich. App. 460
    , 470; 812 NW2d 816 (2012).
    -4-
    security is considered to provide insurance for the payment of the benefits,” requires adding as a
    named insured a person that does have an insurable interest in the vehicle.
    “ ‘A court of equity has power to reform [a] contract to make it conform to the agreement
    actually made.’ ” Casey v Auto Owners Ins Co, 
    273 Mich. App. 388
    , 398; 729 NW2d 277 (2006)
    (citation omitted; alteration added). The theory of reformation is that where evidence clearly
    shows that both parties reached an agreement but because of mutual mistake, or a mistake on the
    one side and fraud on the other, the contract does not express the parties’ true intent, a court of
    equity will reform the instrument so that it expresses the parties’ actual intent. Ross v Damm,
    
    271 Mich. 474
    , 480-481; 
    260 N.W. 750
    (1935). Reformation will also be supported “where one
    party to an instrument has made a mistake and the other party knows it and conceals the truth
    from him.” Retan v Clark, 
    220 Mich. 493
    , 496; 
    190 N.W. 244
    (1922). “A unilateral mistake is not
    sufficient to warrant reformation” and “[a] mistake in law—a mistake by one side or the other
    regarding the legal effect of an agreement—is not a basis for reformation.” Casey, 273 Mich
    App at 398; see also Olsen v Porter, 
    213 Mich. App. 25
    , 29; 539 NW2d 523 (1995) (“reformation
    will generally not be granted for a mistake of law”); Holda v Glick, 
    312 Mich. 394
    , 405-406; 20
    NW2d 248 (1945) (“Mistake as to the legal effect of a written instrument, deliberately executed
    and adopted, constitutes no ground for relief in equity.”). A court must proceed with the utmost
    caution when considering exercising its authority to reform a written instrument, 
    Olsen, 213 Mich. App. at 28
    , and the burden is on the party seeking reformation “to establish by clear and
    convincing evidence” the grounds for granting relief. 
    Holda, 312 Mich. at 403-404
    . In this case,
    plaintiffs have neither alleged nor developed a factual record that supports granting the equitable
    relief of contract reformation.
    Furthermore, Auto-Owners alternative argument to affirm the trial court is meritorious.
    Plaintiffs were not parties to the contract between Auto-Owners and Herington; consequently,
    they lack standing to seek its reformation. Additionally, neither Arthur Grant nor Angela Grant
    is a party to the contract. Michigan caselaw supports that a nonparty to a contract cannot assert a
    right to reform the contract to which she is not a party. See Klym v Nida, 
    147 Mich. App. 709
    ,
    714; 383 NW2d 93 (1985) (denying accident victim’s request to reform the liability limits of the
    insurance policy of negligent boat operator because “we can find no authority that would permit
    the plaintiff, who is a complete stranger to the contract, to sue for reformation so that the contract
    would be more beneficial to himself”); Harwood v Auto-Owners Ins Co, 
    211 Mich. App. 249
    ,
    254; 535 NW2d 207 (1995) (denying reformation to add uninsured owner of the accident vehicle
    as a “named insured” to a policy owned by uninsured owner’s father because mutual mistake or
    fraud were not alleged and because uninsured owner was “not a party to the insurance contract”);
    Mate v Wolverine Mut Ins Co, 
    233 Mich. App. 14
    , 24-25; 592 NW2d 379 (1998) (denying the
    injured person’s request to reform an insurance contract to be added as a “named insured”
    because neither mutual mistake nor fraud was alleged and because the injured person “was not a
    party to the insurance contract”); Stone v Auto-Owners Ins Co, 
    307 Mich. App. 169
    , 180; 858
    NW2d 765 (2014) (denying reformation to surviving spouse to be added as named insured of
    insurance policy of surviving spouse’s parents, who had added the uninsured accident vehicle
    owned by deceased spouse to their policy, because neither spouse was a party to the contract
    between surviving spouse’s parents and the insurance company). In sum, plaintiffs lack standing
    to request reformation of the insurance contract between Auto-Owners and Herington, and the
    circumstances show at best a unilateral or mutual mistake between the contracting parties as to
    -5-
    the legal effect of the contract. These circumstances will not support reformation of the contract.
    
    Holda, 312 Mich. at 405-406
    ; 
    Casey, 273 Mich. App. at 398
    .
    Plaintiffs’ argument—that the public policy evinced by the no-fault act and this Court’s
    decision in Corwin nevertheless require that the trial court reform the Auto-Owners-Herington
    insurance contract—also fails. First, the trial court correctly distinguished Corwin on the basis
    that Chrysler LLC (formerly DaimlerChrysler) had set up a scheme that violated the no-fault act
    and public policy, whereas in the present case Auto-Owners was not “acting in a manner which
    is violative of public policy or attempting to subvert a statutory [scheme].”
    In Corwin, 
    296 Mich. App. 242
    , Chrysler leased a Jeep to its retiree, John Corwin, and
    acted as a self-insurer by having one of its related companies, DaimlerChrysler Insurance
    Company (Chrysler Insurance), “front”4 an insurance policy that covered the Jeep but provided
    that the named insured was “DaimlerChrysler Corporation and its United States subsidiaries.”
    
    Id. at 248-249.
    Further, the Chrysler Insurance policy purported to provide John (and his spouse,
    Vera-Anne) with PIP insurance, and John believed he had such coverage because he paid for
    insurance as part of his lease payments. 
    Id. In fact,
    this Court found that John had a direct
    contractual relationship to Chrysler Insurance because “John purchased no-fault insurance for the
    Jeep Compass through Chrysler Insurance because the insurance premium was deducted from his
    monthly pension checks. Thus, Chrysler Insurance provided no-fault insurance to the Corwin
    household and was the Corwins’ ‘personal insurer.’ ” 
    Id. at 262-263.
    And in the underlying
    litigation, the Chrysler defendants pleaded no contest to the allegation that “the Corwins had a
    policy of insurance issued by” Chrysler Insurance. 
    Id. at 264
    (emphasis in original).
    Accordingly, Corwin is factually distinguished from the present case because the injured party
    and statutory owner of the Jeep, John Corwin, who was required to maintain security, 
    id. at 254,
    260, had a direct and indirect contractual relationship with the insurer.
    The Corwin Court “reform[ed] the Chrysler Insurance policy to comply with Michigan
    law by including both John and Vera-Anne as ‘named insureds’ falling within the policy’s
    definition of ‘you.’ ” 
    Id. at 247-248.
    The Court imposed this equitable remedy because “(1)
    Chrysler LLC and its United States subsidiaries, the named insureds in the policy, do not have an
    insurable interest and (2) the policy contravenes the legislative intent of the no-fault act.” 
    Id. at 257.
    The Court discussed at length why Chrysler (and its subsidiaries) did not have an insurable
    interest, 
    id. at 257-260,
    but the Court also noted that “[t]he critical issues in this case are whether
    the Chrysler Insurance policy complies with the no-fault act and, if not, whether the policy must
    be reformed.” 
    Id. at 256.
    In regard to the no-fault act, the Court held that Chrysler’s insurance
    scheme violated the act’s intent by “enable[ing] Chrysler Insurance to avoid primary liability for
    PIP benefits that are payable to injured people that Chrysler Insurance personally insures, i.e., the
    Corwins[,] . . . whenever the Corwins are a named insured in another no-fault policy in their
    4
    To “front” an insurance policy is “ ‘[t]he use of an insurer to issue paper—that is, an insurance
    policy—on behalf of a self-insured organization . . . without the intention of bearing any of the
    risk.’ ” Corwin, 
    296 Mich. App. 248
    n 3 (citation omitted). “ ‘The risk of loss is transferred back
    to the self-insured . . . with an indemnity or reinsurance agreement.’ ” 
    Id. -6- household.”
    Id. at 262-263. 
    The Court reasoned it would “not allow Chrysler Insurance to avoid
    the Legislature’s intent that an injured person’s personal insurer stand primarily liable for PIP
    benefits.” 
    Id. at 263.
    As the trial court in the present case recognized, there is some similarity between this
    case and that in Corwin, but only to the extent that Herington lacked an insurable interest in the
    1994 Buick of which her son, Arthur Grant, was the registered owner. Michigan law requires
    that the named insured have an “insurable interest” to support a valid automobile liability
    insurance policy. 
    Morrison, 286 Mich. App. at 572
    . While “public policy forbids the issuance of
    an insurance policy where the [named] insured lacks an insurable interest[,]” it does not require
    that an otherwise valid insurance policy become void automatically. 
    Id. at 573-574.
    “An
    insurable interest in property is broadly defined as being present when the person has an interest
    in property, as to the existence of which the person will gain benefits, or as to the destruction of
    which the person will suffer loss.” Madar v League Gen Ins Co, 
    152 Mich. App. 734
    , 738; 394
    NW2d 90 (1986). But one need not be the owner or registrant of a vehicle to have an insurable
    interest adequate to support PIP coverage. Universal Underwriters Group v Allstate Ins Co, 
    246 Mich. App. 713
    , 725; 635 NW2d 52 (2001). “A person obviously has an insurable interest in his
    own health and well-being . . . which entitles persons to personal protection benefits regardless
    of whether a covered vehicle is involved.” 
    Madar, 152 Mich. App. at 738
    . In the present case,
    had Arthur been injured while still residing with Herington, he could have claimed PIP benefits
    under Herington’s policy because he did not have insurance of his own. MCL 500.3114(1). So
    the trial court correctly observed that Herington arguably had an insurable interest concerning
    PIP coverage regarding the Buick, to which Arthur retained the key while he was living with her.
    But even if Herington lacked an insurable interest to support her adding the 1994 Buick
    to her insurance policy, the remedy would not be to reform the policy to add Arthur as a named
    insured. Rather, the remedy would be to void that part of the Auto-Owners policy. “A policy is
    void when there is not an insurable interest.” Corwin, 
    296 Mich. App. 258
    . Unlike in Corwin,
    where John Corwin believed he had purchased no-fault insurance from the Chrysler defendants,
    with whom he had a contract relationship concerning the Jeep he leased and the Jeep’s insurance
    that he paid for, neither Arthur Grant, the Buick’s registered owner who was required to maintain
    security on it, MCL 500.3101(1), nor Angela Grant, his spouse and a constructive owner, had a
    contract relationship with Auto-Owners. Further, both Arthur Grant and Angela Grant were
    fully aware that the Buick was uninsured, and neither Grant maintained no-fault insurance. And,
    there is nothing about the Auto-Owners policy that permitted Auto-Owners to shift their priority
    liability for PIP benefits on behalf of Herington, the policy’s named insured, if she were injured
    in an automobile accident. Thus, nothing in the Auto-Owners policy is contrary to the no-fault
    act. The only public policy implicated is that Herington lacked an insurable interest in the Buick.
    But in Corwin, the critical issue was whether there was compliance with the intent of the no-fault
    act. Corwin, 
    296 Mich. App. 256
    . That Herington lacked an insurable interest in the Buick does
    not alter that under the no-fault act it was Arthur’s responsibility as its owner and registrant to
    maintain security. MCL 500.3101(1). In addition, as a co-owner of the Buick, Angela would
    have the same responsibility to maintain security. 
    Id. Moreover, it
    is the stated policy of the no-
    fault act that owners who shirk their responsibility to maintain security are denied no-fault
    benefits. MCL 500.3113(b). It would frustrate the intent of the no-fault act to grant plaintiffs
    request to reform the Auto-Owners policy to add Arthur Grant as a named insured under these
    circumstances where the Grants are not parties to the contract, no facts justify reformation under
    -7-
    long-standing caselaw, and where the Grants knowingly failed to maintain security required by
    the no-fault act. MCL 500.3113(b).
    Consequently, for all the foregoing reasons, the trial court properly denied plaintiffs
    request to reform the insurance contract between Herington and Auto-Owners. The undisputed
    facts show that Angela Grant is not entitled to no-fault benefits under Auto-Owners policy
    because she is not a named insured and she is not a relative domiciled in the household of the
    named insured, Vera Herington. See 500.3114(1). Angela Grant also has no right to no-fault
    benefits under Herington’s Auto-Owners policy because it did not insure either Arthur Grant, the
    owner of the Buick, or Angela Grant, its operator. See MCL 500.3114(4). Further, neither Grant
    maintained security for the Buick resulting in Angela Grant’s losing entitlement to no-fault
    benefits. MCL 500.3113(b); MCL 500.3101(2)(k)(i). Finally, because plaintiffs right to no-fault
    benefits depends on Angela Grant’s right to no-fault benefits, see Chiropractors Rehab 
    Grp, 313 Mich. App. at 126-130
    , and Angela Grant has no right to no-fault benefits form Auto-Owners,
    MCL 500.3114, or any other insurer, MCL 500.3113(b), the trial court correctly granted
    summary disposition to Auto-Owners.
    We affirm. Defendants, as the prevail party, may tax costs pursuant to MCR 7.219.
    /s/ Stephen L. Borrello
    /s/ Jane E. Markey
    /s/ Michael J. Kelly
    -8-