The Michigan Supreme Court recently established that the Agricultural Commodities Marketing Act ("ACMA") is not the exclusive remedy for its violation and does not supersede preexisting statutory or common law remedies. In the same opinion, the Supreme Court reaffirmed long recognized common law that holds officers of a corporate entity individually liable when they personally cause the corporation to act unlawfully.

In Department of Agriculture and Michigan Apple Committee v Appletree Marketing, L.L.C. and Steven Kropf, ___ Mich ___; ___ NW2d ___ (2010), the corporate defendant Appletree was an apple distributor managed by the individual defendant, its sole member. Appletree collected assessments as required by the ACMA which were to be remitted to the Michigan Apple Committee to fund marketing programs for Michigan's agricultural products. However, the defendants failed to remit the funds and, instead, used the money toward other debts.

After exhausting administrative remedies, the plaintiffs filed suit but by that time Appletree was bankrupt and defunct. The defendants consented to judgment against Appletree under the ACMA, but moved for summary disposition of the statutory and common law conversion claims against both defendants. The trial court granted the motion, and the Michigan Court of Appeals affirmed the trial court's holding that the plaintiffs' conversion claims were based entirely on a duty imposed by the ACMA which, therefore, provided the exclusive remedy.

Reversing the lower courts' decisions, the Supreme Court first quoted the ACMA's enforcement provision which expressly provides that its remedies are, "in addition to any other remedy provided by law, the director may apply for relief by injunction..." and concluded that "[T]his statutory language contemplates both an action necessary to enforce the ACMA and an injunction in addition to any other remedy provided by law."

Second, the Supreme Court noted that the conversion statute, MCL 600.2919a(2), expressly provides that relief under it, "is in addition to any other rights or remedy the person may have at law or otherwise." Therefore, statutory conversion remedies are also cumulative in nature and both the ACMA and the conversion statute should be applied as written.

Third, the Michigan Supreme Court analyzed the common law tort of conversion and concluded that while the right at issue existed solely due to the ACMA, the alleged wrongful conduct was also actionable at common law. "The lower courts erred by focusing on how defendants came into possession of the property rather than on defendants' actions after possession of the property was lawfully gained."

Finally, the Supreme Court reiterated long standing case law which provides that, "corporate officials may be held personally liable for their individual tortious acts done in the course of business, regardless of whether they were acting for their personal benefit or the corporation's benefit..." Further, Michigan Courts, "have never required that a plaintiff pierce the corporate veil in order to hold corporate officials liable for their own tortious misconduct." As a result, the Supreme Court concluded, "that Steven Kropf may be held personally liable for any intentional torts he is proved to have committed in the course of operating his business."

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