The opinion of the court was delivered by: Hon. Sean F. Cox
OPINION & ORDER DENYING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
Plaintiffs, a collection of employee-benefit plans affiliated with the International Brotherhood of Electrical Workers Local Union No. 252 ("Plaintiffs"), filed this action against Defendants Ronald A. Meyer Electric, Inc. ("Meyer Electric"), Ted Apostoleris ("Apostoleris"), and Ronald Meyer ("Meyer"). Plaintiffs allege that Apostoleris and Meyer breached their fiduciary duties under the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1001 et seq.) ("ERISA") and violated the Michigan Builders' Trust Fund Act (MICH. COMP. LAWS § 570.151 et seq.) ("MBTFA"). The case is currently before the Court on Apostoleris' Motion for Summary Judgment (Doc. No. 37). On March 18, 2010, the Court heard oral argument. For the reasons that follow, the Court shall deny Apostoleris' Motion for Summary Judgment.
Plaintiffs filed this action on April 21, 2009, and filed their First Amended Complaint on December 30, 2009 (Doc. No. 37), asserting the following four counts: "Breach of Collective Bargaining Agreement" against Meyer Electric (Count I); "Violation of ERISA" against Meyer Electric (Count II); "Breach of Fiduciary Duty under ERISA" against Apostoleris and Meyer (Count III); and "Violation of Builders Trust Fund" against Meyer Electric, Apostoleris, and Meyer (Count IV).
On September 15, 2009, Plaintiffs requested and obtained a Clerk's Entry of Default as to Meyer Electric (Doc. No. 8, 10) for failure to plead or respond.
Plaintiffs filed a Motion for Default Judgment as to Meyer Electric (Doc. No. 11) on September 20, 2009. On October 8, 2009, after a hearing, this Court granted Default Judgment as to Meyer Electric (Doc. No. 16).
On December 30, 2009, Apostoleris filed his motion for Summary Judgment (Doc. No. 37) and his Statement of Undisputed Facts (Doc. No. 36), pursuant to this Court's practice guidelines. Plaintiffs filed their Response (Doc. No. 40) and Counter-Statement of Disputed Facts (Doc. No. 41) on January 19, 2010. On February 3, 2010, Meyer also filed a Response (Doc. No. 46), and filed his Counter-Statement of Disputed Facts on February 4, 2010 (Doc. No. 47). Apostoleris filed a Reply (Doc. No. 48) on February 11, 2010.
In deciding a motion for summary judgment, the court must view the evidence and draw all reasonable inferences in favor of the nonmoving party. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). The parties' statements and evidence, when viewed in the light most favorable to Plaintiffs, support the following material facts.
On November 17, 1978, Meyer filed Articles of Incorporation for Hill-Meyer Electric, Inc. (Meyer Dep. at 7:21-8:11). On June 17, 1980, the Articles of Incorporation were amended to change the name to "Ronald A. Meyer Electric, Inc.," and Meyer became the sole owner and president. (Id. at 9:7-15).
On September 9, 2008, Meyer and Apostoleris signed a "Bill of Sale" in which Meyer agreed to sell all of Meyer Electric's 50,000 shares of stock to Apostoleris for $6.00 per share. (Id. at 11:9-22).
Meyer claims that the sale occurred, but that he only received $7,000 of the $300,000 that Apostoleris agreed to pay. (Id. at 12:22-13:8). Meyer believes his accountant transferred the stock certificates, but is not certain. (Id. at 12:15-18; 20:2-17).
As part of the sale, Meyer agreed to work for Meyer Electric for six months to a year without pay. (Id. at 19:8-11). During this time, Meyer did not have any title, and Apostoleris was the sole stockholder. (Id. at 19:15-16). Meyer continued to have the authority to write checks on Meyer Electric's National City account. Apostoleris, however, did not have authority to write checks. (Id. at 21:9-16). Meyer claims that he would write the checks on behalf of Apostoleris. (Id. at 21:3). Every week or two, ...