Mich. Comp. Laws » Michigan Compiled Laws / Chapter 450 / Act 162 of 1982
Michigan Compiled Laws

Mich. Comp. Laws § 450.2489 (2026)

Court action that certain acts illegal, fraudulent, or willfully unfair and oppressive; order or relief; "willfully unfair and oppressive conduct" defined.

✓ current as of July 2026
Find cases: SyfertCases citing this section MI-LEGlegislature.mi.gov JustiaChapter on Justia CornellLII Search CasesGoogle Scholar

NONPROFIT CORPORATION ACT


Act 162 of 1982


450.2489 Court action that certain acts illegal, fraudulent, or willfully unfair and oppressive; order or relief; "willfully unfair and oppressive conduct" defined.

Sec. 489.

    (1) A director of a corporation that is organized on a directorship basis, a shareholder of a corporation that is organized on a stock basis, or a member of a corporation that is organized on a membership basis may bring an action in the circuit court of the county in which the principal place of business or registered office of the corporation is located to establish that the acts of the directors, shareholders, members, or others in control of the corporation are illegal, fraudulent, or willfully unfair and oppressive to the corporation or to the director, member, or shareholder. If the director, member, or shareholder establishes grounds for relief, the circuit court may make an order or grant relief as it considers appropriate including, but not limited to, an order that provides for any of the following:

    (a) The dissolution and liquidation of the assets and affairs of the corporation.

    (b) The cancellation or alteration of a provision contained in the articles of incorporation, an amendment of the articles of incorporation, or the bylaws of the corporation.

    (c) The cancellation of, alteration of, or an injunction against a resolution or other act of the corporation.

    (d) The direction or prohibition of an act of the corporation or of shareholders, members, directors, officers, or other persons that are parties to the action.

    (e) The purchase at fair value of the shares of a shareholder or the membership of a member, either by the corporation or by the officers, directors, or other shareholders or members responsible for the wrongful acts. In establishing the fair value of the shares or membership for purposes of this subsection, a shareholder or member is not considered to have any interest in charitable or other assets of the corporation that would not be distributable to shareholders or members of the corporation in a dissolution under section 855.

    (f) An award of damages to the corporation or a shareholder or member. A person must commence an action seeking an award of damages within 3 years after the cause of action under this section has accrued, or within 2 years after the shareholder or member discovers or reasonably should have discovered the cause of action under this section, whichever occurs first. In awarding damages under this subsection to a shareholder or member, the shareholder or member is not considered to have any interest in charitable or other assets of the corporation that would not be distributable to shareholders or members of the corporation in a dissolution under section 855.

    (2) As used in this section, "willfully unfair and oppressive conduct" with respect to a member or shareholder means a continuing course of conduct or a significant action or series of actions that substantially interferes with the rights or interests of the member or shareholder as a member or shareholder. The term does not include conduct or actions that are permitted by an agreement, the articles of incorporation, the bylaws, or a consistently applied written corporate policy or procedure.

History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015

Notes of Decisions
Cited in 12 cases (6 in the last 5 years), 2017–2026 · leading case: Deep Harbor Condo. Ass'n v. Marine Adventure LLC (Mich. Ct. App. 2020).
Sort: Relevance Newest Treatment
Deep Harbor Condo. Ass'n v. Marine Adventure LLC (Mich. Ct. App. 2020). · cites it 12× “Count V sought relief from the Settlement Agreement under the member-oppression statute, MCL 450.2489, of the Nonprofit Corporation Act, MCL 450.”
Marc Goodson v. Hugh Cairns (Mich. Ct. App. 2020). · cites it 8× “Defendants’ counsel argued that plaintiff had sought the appointment of a receiver as partial relief in a derivative action, pursuant to MCL 450.2489. That statute authorized the trial court to cancel or alter the bylaws as necessary.”
Timothy Lennon v. Edward G Lennon (Mich. Ct. App. 2022). · cites it 3× “This suggests that a claim may be brought under MCL 450.2489 after dissolution of the corporation, because the director may not become aware of the cause of action until after such dissolution.”
Value Save Prop. LLC v. Wisam Sattam (Mich. Ct. App. 2026). · cites it 3× “8 Sattam also relies on MCL 450.2489, a provision of the Nonprofit Corporation Act, MCL 450.”
Williams v. Huron Pines Condo. Ass'n (E.D. Mich. 2022). · cites it 2× “Laws § 450.2489 , id. at 14–15. Defendants responded to the complaint with a motion to dismiss all eight claims under Rule 12(b)(6).”
Brian McLain v. Richard Lobert (Mich. 2024). · cites it 2× “4515(1)(e) (improper conduct by those in control of a limited liability company); MCL 450.2489 (illegal, fraudulent, or willfully unfair and oppressive conduct by those in control of a nonprofit corporation); MCL 450.”
Mj Dev. Co. Inc v. Inn at Bay Harbor Ass'n (Mich. Ct. App. 2017). “Plaintiff argues that in each of these circumstances, defendant Association violated the terms of its bylaws. As to the question of whether such bylaws constitute a contract, this Court has made the following relevant observations: 1 Previously, the trial court granted…”
Mj Dev. Co. Inc v. Inn at Bay Harbor Ass'n (Mich. Ct. App. 2017). “Plaintiff argues that in each of these circumstances, defendant Association violated the terms of its bylaws. As to the question of whether such bylaws constitute a contract, this Court has made the following relevant observations: 1 Previously, the trial court granted…”
Yvonne Corbat v. Midland Cnty Agric. & Horticultural Soc'y (Mich. Ct. App. 2018). “The Michigan Non-profit Corporation Act, MCL 450.2489 et seq., provides for claims of oppressive conduct: (1) A director of a corporation that is organized on a directorship basis, a shareholder of a corporation that is organized on a stock basis, or a member of a corporation…”
Yvonne Corbat v. Midland Cnty Agric. & Horticultural Soc'y (Mich. Ct. App. 2018). “The Michigan Non-profit Corporation Act, MCL 450.2489 et seq., provides for claims of oppressive conduct: (1) A director of a corporation that is organized on a directorship basis, a shareholder of a corporation that is organized on a stock basis, or a member of a corporation…”
Timothy Bogle v. Lorenzo Sewell (Mich. Ct. App. 2022). “In Count 2 plaintiffs alleged that Sewell had breached his fiduciary duties of loyalty and care, while in Count 3 plaintiffs alleged that Sewell had engaged in illegal, fraudulent, or oppressive conduct in violation of MCL 450.2489. After defendants again moved for summary…”
20221229_C358812_31_358812.Opn.Pdf (Mich. Ct. App. 2022). “MCL 450.2489 provides, in pertinent part: (1) A director of a corporation that is organized on a directorship basis, a shareholder of a corporation that is organized on a stock basis, or a member of a corporation that is organized on a membership basis may bring an action in the…”
— Mich. Comp. Laws § 450.2489(1) — 3 cases
Deep Harbor Condo. Ass'n v. Marine Adventure LLC (Mich. Ct. App. 2020). “Count V sought relief from the Settlement Agreement under the member-oppression statute, MCL 450.2489, of the Nonprofit Corporation Act, MCL 450.”
Marc Goodson v. Hugh Cairns (Mich. Ct. App. 2020). “Defendants’ counsel argued that plaintiff had sought the appointment of a receiver as partial relief in a derivative action, pursuant to MCL 450.2489. That statute authorized the trial court to cancel or alter the bylaws as necessary.”
Timothy Lennon v. Edward G Lennon (Mich. Ct. App. 2022). “This suggests that a claim may be brought under MCL 450.2489 after dissolution of the corporation, because the director may not become aware of the cause of action until after such dissolution.”
— Mich. Comp. Laws § 450.2489(1)(c) — 2 cases
Marc Goodson v. Hugh Cairns (Mich. Ct. App. 2020). “Defendants’ counsel argued that plaintiff had sought the appointment of a receiver as partial relief in a derivative action, pursuant to MCL 450.2489. That statute authorized the trial court to cancel or alter the bylaws as necessary.”
Deep Harbor Condo. Ass'n v. Marine Adventure LLC (Mich. Ct. App. 2020). “Count V sought relief from the Settlement Agreement under the member-oppression statute, MCL 450.2489, of the Nonprofit Corporation Act, MCL 450.”
— Mich. Comp. Laws § 450.2489(1)(d) — 1 case
Deep Harbor Condo. Ass'n v. Marine Adventure LLC (Mich. Ct. App. 2020). “Count V sought relief from the Settlement Agreement under the member-oppression statute, MCL 450.2489, of the Nonprofit Corporation Act, MCL 450.”
— Mich. Comp. Laws § 450.2489(1)(f) — 1 case
Timothy Lennon v. Edward G Lennon (Mich. Ct. App. 2022). “This suggests that a claim may be brought under MCL 450.2489 after dissolution of the corporation, because the director may not become aware of the cause of action until after such dissolution.”
— Mich. Comp. Laws § 450.2489(2) — 2 cases
Marc Goodson v. Hugh Cairns (Mich. Ct. App. 2020). “Defendants’ counsel argued that plaintiff had sought the appointment of a receiver as partial relief in a derivative action, pursuant to MCL 450.2489. That statute authorized the trial court to cancel or alter the bylaws as necessary.”
Deep Harbor Condo. Ass'n v. Marine Adventure LLC (Mich. Ct. App. 2020). “Count V sought relief from the Settlement Agreement under the member-oppression statute, MCL 450.2489, of the Nonprofit Corporation Act, MCL 450.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.