Business and contract disputes

Business disputes

We read the contract first and tell you plainly what it will cost.

Most business disputes turn on what the contract says. It often decides where you can sue, how long you have, and whether you go to court at all. We read the agreement first, and then we tell you plainly what you are looking at.

A business dispute works differently from an injury case. Usually there is no insurance company paying first and no contingency fee. You pay for the lawyer's time, so cost matters from the first day. For many smaller disputes, the legal bill can grow larger than the amount you are trying to recover. We tell you that at the start. We also tell you whether we will handle the case ourselves or connect you with another firm that fits it better.

What these cases usually are

A broken contract is the most common dispute we hear about. A customer stopped paying invoices, or a vendor never delivered the work or materials you already paid for. Michigan gives you six years to sue on most contracts. MCL 600.5807(9).

A sale of goods follows different rules. Agreements to buy or sell products, equipment, or inventory run on a shorter clock of four years. The original contract can cut that time to one year, but never less. MCL 440.2725(1).

A partner or co-owner dispute often involves a company you built together. An LLC is a limited liability company. A member who is being shut out or squeezed by the people in control can ask the circuit court for help. The court can order a buyout at fair value, award damages, or even close the company. MCL 450.4515(1).

The fine print matters more than people expect. Many contracts require written notice first, name a court in a certain place, or send disputes to arbitration. Arbitration means a private judge instead of a public court. In most cases, those clauses control how and where the fight happens. MCL 691.1686(1), MCL 600.745(3).

Tell us what happened at askazzo.com, or call 844-ASK-AZZO (844-275-2996). The office is at 33687 Woodward Ave in Birmingham.

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Business disputes
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6 years

The general time limit to sue for breach of contract in Michigan. Some contracts, and some kinds of deals, set a shorter clock. MCL 600.5807(9).

4 years

The time limit to sue over a contract for the sale of goods. The parties can agree in the original deal to cut it to as little as one year. MCL 440.2725(1).

$7,000

The most you can ask for in small claims court in Michigan, for cases filed on or after January 1, 2024. MCL 600.8401(e).

Two business owners at a wooden counter in a sunlit main street shop reviewing printed contract pages, one on a phone call.
How this works

Who decides your dispute

The contract comes first.

Most business deals are written down, and that document often explains how a disagreement gets handled. It may require written notice and a chance to fix the problem before you sue. It may also name the court or send the case to arbitration. Michigan courts enforce a clear contract term as written, unless it breaks the law or public policy. Rory v Continental Ins Co, 473 Mich 457, 470 (2005).

Arbitration or court.

A written agreement to arbitrate is valid and enforceable in Michigan. MCL 691.1686(1). If one side sues anyway, the court can order arbitration and pause the lawsuit. MCL 691.1687(1), (6). Arbitration can be faster than court, but it can cost more up front. A court can throw out an award only on narrow grounds, such as fraud or an arbitrator going beyond their power. MCL 691.1703(1).

Where the case is heard.

If the contract says suit must be filed only in another state, a Michigan court will usually dismiss or pause the case. There are exceptions, such as when the clause was gained by fraud or unfair pressure. MCL 600.745(3).

Who you can sue.

In most cases, your claim is against the company itself, not the individual owner. LLC members and managers are not personally liable for company debts unless the law or the operating agreement says otherwise. MCL 450.4501(4).

Deadlines

Deadlines

Your contract's own deadlines usually come first. Many contracts require written notice within a set number of days. Some give the other side a chance to fix the problem before you sue. Some contracts also shorten the time you have to file a lawsuit. Michigan courts enforce a clear shortened limit as written, unless it breaks the law or public policy. Rory v Continental Ins Co, 473 Mich 457, 470 (2005). Read your contract before you rely on the time limits in the statute.

Two years for an LLC member's damages claim, counted from when you found out or should have found out. The outer limit is three years from when the claim arose, whichever comes first. MCL 450.4515(1)(e).

Four years is the limit for a contract for the sale of goods. The clock starts at the breach, even if you did not know about the problem yet. The original contract can shorten this period to one year. MCL 440.2725(1), (2).

Six years is the general limit for most other breach of contract claims. MCL 600.5807(9). The clock generally starts when the wrong was done, even if the harm shows up later. MCL 600.5827.

Practical step, not a legal deadline. Start saving everything today, including the signed contract, every change to it, invoices, texts, and emails. Write down the important dates and conversations while you still remember them, because many businesses delete old email on a schedule.

LLC member damages claim, from discovery
MCL 450.4515(1)(e)
33
2 years
Breach of a contract for the sale of goods
MCL 440.2725(1)
67
4 years
Most other breach of contract claims
MCL 600.5807(9)
100
6 years
Working with us

Working with us

A named attorney owns the file and calls you back, usually the same day.

1

You call, or you send it.

2

We read the contract.

We look for notice steps, the court it names, and any arbitration clause. Those terms often shape the case before the facts do.

3

We check the clock.

Most contracts allow six years and sales of goods allow four, but your contract may set a shorter limit. We figure out your exact deadline before anything else.

4

We tell you plainly.

What it may be worth and what it may cost. Then whether we take it or connect you with a firm that fits it better.

5

A demand letter goes out.

A clear, professional letter states exactly what is owed and the date to pay it. We write it to meet any notice terms in your contract.

6

Settlement, arbitration, or court.

Some disputes end at the letter. If yours does not, it moves forward in whatever forum the contract requires.

Fees

Business disputes are not handled on contingency. The fee is set in a written agreement that you sign before any work starts. It spells out the rate, what the work covers, and what it does not. Filing costs and other expenses are listed separately from the attorney fee.

The first consultation costs nothing. Sometimes a case is not worth pursuing, or the fees would eat up most of what you could recover. If so, we say it before you sign any agreement. If another firm is a better fit for your case or your budget, we tell you that too.

Questions

Questions people ask

How long do I have to sue for breach of contract in Michigan?

Six years for most contracts. MCL 600.5807(9). A contract for the sale of goods has four years. MCL 440.2725(1). Your own contract may set a shorter limit, so read it before you count on either number.

Can a contract shorten the time I have to sue?

Yes, in most cases it can. Michigan courts generally enforce a clear shortened limit as written, unless it breaks the law or public policy. Rory v Continental Ins Co, 473 Mich 457, 470 (2005). For a sale of goods, the contract cannot cut the time below one year. MCL 440.2725(1).

My contract says disputes go to arbitration. Can I still go to court?

Usually not, if the agreement is in writing and covers your dispute. A written agreement to arbitrate is valid and enforceable in Michigan. MCL 691.1686(1). If you sue anyway, the other side can ask the court to order arbitration and pause your case. MCL 691.1687(1), (6).

The contract says I have to sue in another state. Is that binding?

Usually, yes, it is binding. A Michigan court will dismiss or pause the case unless an exception applies. One example is fraud or unfair pressure in getting the clause. MCL 600.745(3).

My business partner is shutting me out of our LLC. What can I do?

As a member, you can ask the circuit court for relief. The people in control must have acted illegally, by fraud, or in a willfully unfair and oppressive way toward you. MCL 450.4515(1). The court can order a buyout at fair value, damages, or even dissolution. However, conduct that your operating agreement already allows does not count as oppression. MCL 450.4515(2).

Should I send a demand letter before I sue?

Most of the time, yes, a letter is the right first step. A clear letter says what is owed and sets a date to pay, and many disputes end right there. Check your contract first, because it may require notice in a certain form or by a certain date.

Is my dispute too small for a lawyer?

It might be, depending on the amount. Small claims court in Michigan handles cases up to $7,000. MCL 600.8401(e). Lawyers generally cannot represent you there, but a business can send an owner, officer, or employee who knows the facts. MCL 600.8408(1), (2). For anything above that amount, compare the likely legal fee to what you could actually recover. We will tell you honestly if the math does not work.

The Azzo Law storefront office on a Birmingham main street at dusk, warm light in the windows.

Lauren Sitto Azzo leads Azzo Law from 33687 Woodward Ave in Birmingham, with a team behind the work. Most business owners who call are not asking about a trial. They want to know whether they can get paid, and what it will cost to try. We answer both questions honestly before you spend a dollar on legal fees.

Call 844-ASK-AZZO with the contract in front of you, and we will start with what it actually says.

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