STATE OF MICHIGAN COURT OF APPEALS ASAM HIRMIZ, UNPUBLISHED September 11, 2018 Plaintiff-Appellant, v No. 337269 Oakland Circuit Court JAUST, LLC, and JANE SAMUEL, LC No. 2016-152808-CB Defendants-Appellees. Before: CAMERON, P.J., and RONAYNE KRAUSE and TUKEL, JJ. PER CURIAM. Plaintiff appeals as of right the order requiring him to pay the net amount of $15,142, dissolving defendant Jaust, LLC, pursuant to MCL 450.4801, liquidating the company assets, using the remaining funds to satisfy the company’s debts, and distributing any leftover amount to the parties, with defendant Jane Samuel receiving a 51% share and plaintiff receiving a 49% share. We affirm. This case arises out of a joint business venture between Hirmiz and Samuel, who are first cousins. Samuel is an Australian citizen residing in the U.S. on an E-2 visa. Hirmiz and Samuel decided to go into business selling Australian clothing and opened a dress shop at 311 East Maple Road in Birmingham. Jaust, LLC, was formed on March 30, 2015. Originally, Hirmiz and Samuel were going to share a 50/50 ownership interest, but because Samuel alleged that she needed a majority ownership in order to satisfy her visa requirements, the operating agreement provided for a 51% to 49% ownership interest for Samuel and plaintiff, respectively. The seven- year lease, which Hirmiz and Samuel personally guaranteed, was signed in June of 2015, while Samuel was still in Australia awaiting approval of her E-2 visa. The following month, plaintiff began the buildout of the dress shop, and in August, Samuel arrived from Australia. The retail outlet was opened in October of the same year. At some point, a 2014 Jeep Cherokee became a business asset of Jaust, LLC. Up until the underlying dispute, Samuel had been managing the store and plaintiff had been involved “behind the scenes” by handling payroll and other administrative tasks, including making changes to the website that maintained the business’s clothing inventory. At some point around January of 2016, the relationship between the parties deteriorated. Plaintiff argues Samuel got angry after he challenged her for spending company money on a personal trip, which included travel to Australia, Las Vegas, and Cancun. Samuel, however, argues that plaintiff got -1- angry when she rebuffed his romantic advances. Plaintiff testified that in March of 2016, he was prevented from accessing the store because Samuel had changed the locks on him. On May 4, 2016, plaintiff filed a complaint alleging that Samuel had violated MCL 450.4515 and her duties pursuant to the operating agreement when she unilaterally: (1) locked plaintiff out of all of Jaust LLC’s social media accounts and computer equipment, (2) removed the business’s alarm system, such that plaintiff was prevented from detecting when she was onsite, (3) refused to communicate with plaintiff, (4) paid employees “under the table” without withholding taxes, (5) prevented plaintiff’s access to company books and records, (6) changed the resident agent from plaintiff to herself, (7) updated the articles of organization to indicate that the business was now managed by the “manager,” (8) drove, ...
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