COA 374594 THOMAS MCWILLIAMS V TRI-COUNTY BANK Opinion - Per Curiam - Unpublished 8/17/2026

If this opinion indicates that it is “FOR PUBLICATION,” it is subject to
revision until final publication in the Michigan Appeals Reports.
-1-
S T A T E O F M I C H I G A N
C O U R T O F A P P E A L S
THOMAS MCWILLIAMS,
Plaintiff-Appellant,
UNPUBLISHED
August 17, 2026
9:16 AM
v No. 374594
Sanilac Circuit Court
TRI-COUNTY BANK, LC No. 2024-040710-NZ
Defendant-Appellee.
Before: LETICA, P.J., and O’BRIEN and REDFORD, JJ.
PER CURIAM.
Plaintiff, Thomas McWilliams, appeals a February 5, 2025 order granting defendant, Tri-
County Bank’s motion for summary disposition under MCR 2.116(C)(8) and dismissing his
complaint. Because the allegations of the complaint fail to establish any legal or equitable duty
recognizable under Michigan law, the circuit court’s order is affirmed.
I. BACKGROUND
Because summary disposition was granted under MCR 2.116(C)(8), our review is limited
to the facts alleged in the complaint. See El-Khalil v Oakwood Healthcare, Inc, 504 Mich 152,
160; 934 NW2d 665 (2019). Plaintiff operates a farming business under the name of Tom
McWilliams Farms. Since 2013, defendant served as the agricultural lender for this business. As
of 2023, the agricultural loans that plaintiff held with defendant totaled approximately $654,000
and were secured by a mortgage, farm equipment, and other assets. These loans had a maturity
date of May 23, 2023. Plaintiff sues defendant under a theory of respondeat superior for the
alleged actions or inactions of its agricultural specialist, Paul Burgess.
In 2022, plaintiff approached Burgess to discuss renewal of the existing loans and the
possibility of obtaining additional funds for the spring crop inputs and purchase of additional
feeders. He allegedly made numerous inquiries, and Burgess told him that he would get back with
him. Burgess did not respond in time for the 2023 planting season, and plaintiff secured financing
from an alternative source at a higher interest rate. Burgess was informed of this. Plaintiff met
with Burgess again later in 2023 to discuss renewal of the existing loans and the need for additional
financing and received no response. In 2024, plaintiff planted a limited crop. In its complaint,

-- 1 of 4 --

-2-
plaintiff alleged an alternative lender was not an option because his assets were encumbered by
the loans held by defendant.
In February 22, 2024, defendant renewed the existing loans at a higher interest rate, and in
June 2024, Burgess informed plaintiff that defendant would not lend the requested additional
funds.
Plaintiff’s complaint includes two counts, one for negligence and the other for silent fraud.
With respect to the negligence claim, plaintiff alleges that defendant owed him a duty to respond
fully, fairly, accurately, and timely to his requests for lending; to use due care not to cause harm
in the performance of an undertaking, and to act in a nonnegligent manner. Plaintiff alleged that
defendant breached this duty by, among other things, waiting until February 2024 to renew the
outstanding loans, and failing to respond to the request for additional funding until well beyond
the date that the crops could be planted. Plaintiff alleged that as an agricultural lender, defendant
was aware of weather deadlines and the fact that if funds necessary for planting a crop were not
available by May or early June, he would not be able to plant in the year 2024. It was highly
foreseeable that without being fully informed, plaintiff would suffer financial loss to his business,
which in fact he did.
With respect to the silent fraud claim, plaintiff alleges that Burgess never intended to loan
the additional funds, but waited to disclose this decision to prevent plaintiff from obtaining loans
from other sources. Plaintiff alleges that defendant was “duty-bound” to timely disclose whether
additional loans would be made, and Burgess’s failure to respond created an assumption that the
loans would be available.
The injuries suffered, which were allegedly foreseeable by defendant, included loans issued
at a higher interest rate, loss of crops in 2024, loss of cattle sales because of the inability to
sufficiently replenish the herd upon sale, and mental anguish.
II. ANALYSIS
A. STANDARD OF REVIEW
We review a grant of summary disposition de novo. Peters v Dep’t of Corrections, 215
Mich App 485, 486-487; 546 NW2d 668 (1996). In this case, the circuit court granted defendant’s
motion for summary disposition under MCR 2.116(C)(8). A motion under MCR 2.116(C)(8)
“tests the legal sufficiency of a claim based on the factual allegations in the complaint.” El-Khalil,
504 Mich at 159. Our analysis begins by “accept[ing] as true all factual allegations contained in
the complaint.” Bailey v Schaaf, 494 Mich 595, 603; 835 NW2d 413 (2013). “A motion under
MCR 2.116(C)(8) may be granted only where the claims alleged are so clearly unenforceable as a
matter of law that no factual development could possibly justify recovery.” Maiden v Rozwood,
461 Mich 109, 119; 597 NW2d 817 (1999) (quotation marks and citation omitted).
B. NEGLIGENCE
To survive summary disposition on the claim of negligence, plaintiff must allege facts
demonstrating that defendant owed a legal duty to plaintiff that it breached or violated, and that
plaintiff suffered damages as a proximate cause of that breach. Schultz v Consumers Power Co,

-- 2 of 4 --

-3-
443 Mich 445, 449; 506 NW2d 175 (1993). The circuit court appropriately dismissed plaintiff’s
complaint because the allegations fail to demonstrate a legal duty that defendant owed to plaintiff,
which was violated in the context of the activities alleged in the complaint.
The existence of a legal duty is a question of law. Valcaniant v Detroit Edison Co, 470
Mich 82, 86; 679 NW2d 689 (2004). “Duty is actually a ‘question of whether the defendant is
under any obligation for the benefit of the particular plaintiff’ and concerns ‘the problem of the
relation between individuals which imposes upon one a legal obligation for the benefit of the
other.’ ” Buczkowski v McKay, 441 Mich 96, 100; 490 NW2d 330 (1992), quoting Friedman v
Dozorc, 412 Mich 1, 22; 312 NW2d 585 (1981). It is not “sacrosanct in itself, but is only an
expression of the sum total of those considerations of policy which lead the law to say that the
plaintiff is entitled to protection.” Id. at 100-101 (quotation marks and citation omitted). Factors
that Michigan courts consider include foreseeability of the alleged injury that the plaintiff suffered,
the relationship between the parties, and whether statements made by the defendant were
incomplete or untruthful so as to warrant a duty to disclose. Samson v Saginaw Prof Bldg, Inc,
393 Mich 393, 406; 224 NW2d 843 (1976); Mercurio v Huntington Nat’l Bank, 347 Mich App
662, 683; 16 NW3d 748 (2023).
We agree with the trial court that no legal duty exists between defendant and plaintiff on
the basis of the allegations in the complaint. Plaintiff identifies no regulation, statute, provision in
a contract, or other basis for finding a fiduciary relationship between himself and defendant. On
appeal, he cites to two duties recognized under law—neither of which are triggered by the facts in
the complaint. Specifically, while Michigan law recognizes a legal duty to act with due care when
one assumes to act on another’s behalf, see Ray v Transamerica Ins Co, 10 Mich App 55; 158
NW2d 786 (1968), there is no allegation that Burgess or any other representative did this. Plaintiff
does not allege that Burgess took any action or made any statement, gratuitous or otherwise, that
indicated that defendant intended to renew the loans at the existing interest rate or to provide
additional financing. The complaint alleges only that he had several loans with defendant, that he
requested renewal of these loans as well as additional financing, and that Burgess told him that he
would provide a response to his request—which Burgess did. The fact that Burgess’s response
was not what plaintiff hoped to hear does not support the finding that defendant assumed a legal
duty to act otherwise when the complaint lacks any allegation of a statement or action by defendant
indicating that it planned to act on plaintiff’s behalf.
This lack of any alleged statement or action evidencing a commitment on defendant’s part
to renew the loans at the existing rates or to issue additional financing is fatal to plaintiff’s second
purported legal duty. Michigan courts recognize a legal duty to make a disclosure “where inquiries
are made by the plaintiff, to which the defendant makes incomplete replies that are truthful in
themselves but omit material information.” Hord v Environmental Research Institute of Mich, 463
Mich 399, 412; 617 NW2d 543 (2000). Plaintiff does not allege that Burgess made any disclosure
of any information that was truthful and incomplete. Burgess allegedly told plaintiff that he would
get back to him with respect to his inquiries, and he did. At best, plaintiff’s allegation is that
defendant unduly delayed in notifying him of a decision as to his eligibility for a loan. This Court
previously determined that no legal duty exists to exercise reasonable care in determining
eligibility for a loan. Ulrich v Fed Land Bank of St Paul, 192 Mich App 194, 199-200; 480 NW2d
910 (1991). This analysis applies here as well. We affirm the circuit court’s grant of summary
disposition under MCR 2.116(C)(8) on plaintiff’s negligence claim.

-- 3 of 4 --

-4-
C. SILENT FRAUD
The lack of a legal duty is also problematic with respect to plaintiff’s claim for silent fraud.
“Michigan has long recognized silent fraud . . . when the truth has been suppressed with the intent
to defraud because suppression of the truth can be just as prejudicial as that which arises from the
assertion of a falsehood.” Mercurio, 347 Mich App at 681. A claim of silent fraud requires the
allegation of a more complex set of proofs than that of traditional fraud claims, which are based
upon alleged affirmatively stated false representations of material fact. M&D, Inc v WB
McConkey, 231 Mich App 22, 28; 585 NW2d 33 (1990). It is insufficient to allege mere
nondisclosure of material information, even if the defendant was allegedly aware of it. Hord, 463
Mich at 412. Rather, plaintiff must show “some type of representation by words or actions that
was false or misleading and was intended to deceive” and, also, that there “exist[s] a legal or
equitable duty of disclosure.” Roberts v Saffell, 280 Mich App 397, 404; 760 NW2d 715 (2008),
aff’d 483 Mich 1089 (2009).
The allegations in the complaint fall short of providing the necessary elements for a claim
of silent fraud. As discussed earlier, plaintiff fails to identify any basis for finding that defendant
had a legal or ethical duty to disclose information. At best, Burgess was negligent in failing to
timely respond to plaintiff’s inquiries for a renewal of his loans and for additional financing, but
Burgess did not owe a legal duty toward plaintiff with respect to the loan application. Nor does
plaintiff identify any misrepresentation. Burgess did what Burgess apparently told plaintiff that
he would do—he responded to plaintiff’s request for an answer as to whether plaintiff’s business
qualified for renewal of the existing loans and with respect to plaintiff’s request for additional
financing. There is no allegation that defendant made any statement or took any action that would
have reasonably led plaintiff to believe that a different outcome was inevitable.
III. CONCLUSION
Plaintiff has not demonstrated any error by the circuit court warranting reversal. The circuit
court’s order granting summary disposition in defendant’s favor is affirmed.
/s/ Anica Letica
/s/ Colleen A. O’Brien
/s/ James Robert Redford

-- 4 of 4 --