COA 374560 HERITAGE PHARMACY SERVICES INC V ONE CARE LTC LLC Opinion - Per Curiam - Unpublished 5/8/2026

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
HERITAGE PHARMACY SERVICES, INC.,
Plaintiff-Appellant,
UNPUBLISHED
May 08, 2026
10:18 AM
v No. 374560
Wayne Circuit Court
ONECARE LTC, LLC, PIERRE BOUTROS, and
HANY BOUTROS,
LC No. 19-014315-CB
Defendants-Appellees,
and
ST. JAMES NURSING & PHYSICAL
REHABILITATION CENTER, INC., doing business
as ST. JAMES NURSING CENTER, CADILLAC
NURSING HOME, INC., doing business as ST.
FRANCIS NURSING CENTER, MISSION POINT
MANAGEMENT SERVICES, LLC, H. ROGER
MALI, and BRADLEY MALI,
Defendants.
Before: BAZZI, P.J., and BOONSTRA and SWARTZLE, JJ.
PER CURIAM.
In this tortious interference action, plaintiff appeals as of right the trial court’s order
granting summary disposition in favor of defendants, OneCare LTC, LLC (OneCare), Pierre
Boutros (Pierre), and Hany Boutros (Hany) (collectively, defendants),1 under MCR 2.116(C)(10)
1 Because St. James Nursing & Physical Rehabilitation Center, Inc., doing business as St. James
Nursing Center, Cadillac Nursing Home, Inc., doing business as St. Francis Nursing Center,
Mission Point Management Services, LLC, H. Roger Mali, and Bradley Mali are not involved in
the present appeal, all references to defendants solely pertain to One Care, Pierre, and Hany.

-- 1 of 9 --

-2-
(no genuine issue of material fact), and denying plaintiff summary disposition under MCR
2.116(I)(2) (opposing party entitled to judgment). We affirm.
I. BASIC FACTS AND PROCEDURAL HISTORY
Plaintiff operates a pharmacy, which in part, provides pharmaceutical products and services to
individuals residing in congregate living facilities. H. Roger Mali (Roger) and Bradley Mali
(Bradley) served as the principals for St. James Nursing & Physical Rehabilitation Center, Inc.,
doing business as St. James Nursing Center, Cadillac Nursing Home, Inc., doing business as St.
Francis Nursing Center (collectively Saint Facilities), and Mission Point Management Services,
LLC (Mission Point). Hany and Pierre were the principals for OneCare, a pharmaceutical entity.
On February 25, 2015, plaintiff entered into five-year pharmacy services agreements with the
Saint Facilities, with plaintiff administering various pharmaceutical products and services in
exchange for payment consistent with an agreed-upon pricing formula. Regarding termination,
the pertinent agreements stated:
C1. Term
Unless terminated earlier in accordance with paragraph 2 (Termination) below, the
Pharmacy Services Agreement shall be for a term of five (5) years commencing on
February 25th, 2015, at 12 [a.m.], and ending on March 1, 2020, at 12 midnight.
(Initial Term) This agreement will automatically renew for additional periods of
one (1) year unless either party provides written notice to the other at least thirty
(30) days prior to the end of the initial term or a renewal term of it desire to
terminate the Pharmacy Services Agreement. Written notice of intent by Facility
not to renew is valid only if all outstanding payments due Pharmacy are current.
C2. Termination
Either party may terminate this agreement on not less than thirty (30) days written
notice with cause. Written notice by Facility is valid with cause only if all
outstanding payments are current. Any liability caused by breach of this agreement
is not cured by the termination of the agreement. Upon termination, the Facility
shall return all equipment, documents, manuals, emergency kits, and other
materials belonging to Pharmacy. Facility shall pay any outstanding invoices to
Pharmacy within thirty (30) days of termination. In the event of filing of
bankruptcy by Facility, the Pharmacy shall have the option to terminate this
contract by giving Facility thirty (30) days written notice.
Following the execution of the agreements, Roger and Bradley requested “a substantial working
capital loan to assist them in their various business operations” from plaintiff in late 2015 or early
2016, which plaintiff declined to fulfill.
In 2016, the Saint Facilities filed for bankruptcy, and despite being ordered to issue
payments to plaintiff, the Saint Facilities failed to disburse the required funds to plaintiff. During
the pendency of the bankruptcy proceedings, plaintiff inquired when it would be able to provide
services to a separate Mission Point facility, but plaintiff was informed that the contract was issued

-- 2 of 9 --

-3-
to OneCare. OneCare purportedly acquired the contract because Pierre and Hany provided the
necessary funding to renovate the Mission Point facility in exchange for pharmacy services
contract. Roger and Bradley required further capital for the reorganization of the Saint Facilities,
and they sought such funding “with the not-so-veiled threat that if [plaintiff] did not participate
(and another pharmacy services provider did), the other provider would take over the accounts
serviced by [plaintiff], as quid pro quo, for the substantial investment needed by Mali/Mission.”
Plaintiff again denied providing the demanded capital. However, defendants allegedly did so,
resulting in a request that plaintiff voluntarily terminate its pharmacy service agreements by
March 1, 2017. When plaintiff sought clarification regarding the termination of these contracts,
Roger allegedly contended that defendants required the pharmacy service contracts in return for
the provided funding.
When plaintiff declined to voluntarily terminate its service agreements, and instead,
necessitated that the five-year term be fulfilled, there were notices posted at the Saint Facilities on
February 13, 2017, informing the residents that OneCare would be administering pharmaceutical
services moving forward. On February 27, 2017, plaintiff’s counsel sent a cease-and-desist letter
to defendants stating that plaintiff was aware that defendants were attempting to conduct business
at the Saint Facilities, but their attempt to “provide pharmacy services at each of the Nursing
Centers constitutes tortious interference with [plaintiff’]s valid contracts that has caused, and will
continue to cause[] damage to [plaintiff].” The letter further provided that plaintiff had “valid and
binding agreements to perform pharmacy services at each of the Nursing Centers and [had]
performed under those agreements for years,” and plaintiff was not in default “under any of its
agreements and the Nursing Centers [had] not terminated any of the agreements.” Pursuant to the
letter, plaintiff demanded that defendants immediately cease and desist from interfering with its
business relationships and expectancies. Defendants, however, began providing pharmaceutical
services at the Saint Facilities on March 1, 2017, resulting in plaintiff allegedly suffering damages
in excess of $6 million.
Plaintiff subsequently filed a complaint advancing tortious interference with contractual
relations and tortious interference with a business relationship or expectancy claims against
defendants. Defendants moved for summary disposition under MCR 2.116(C)(10), arguing that
plaintiff was unable to establish that defendants “did anything to unjustifiably instigate or induce
the Saint Facilities to breach their contracts with [plaintiff],” rather, plaintiff’s representative
testified that it was plaintiff’s refusal to provide funding that resulted in the termination of the
subject contracts. Defendants further contended that plaintiff could not demonstrate defendants
acted with the intent to induce the Saint Facilities’ breach because the record indicated defendants
had no knowledge regarding the preexisting agreement between the parties. Defendants
additionally asserted that while plaintiff “alleges quid pro quo, there is no evidence of [quid] pro
quo, nor any other evidence that [defendants] intended to induce the facilities to terminate
[plaintiff].” Defendants also advanced that defendant’s failure to abide by the cease-and-desist
letter did not constitute proof that defendants instigated the breach, rather, the evidence
demonstrated the Saint Facilities previously decided to terminate their contracts with plaintiff.
Plaintiff responded, arguing that it was entitled to summary disposition under MCR
2.116(I)(2) because the record plainly demonstrated that defendants “are liable for tortious
interference of the Agreements because they knew (and decided to ignore) their conduct interfered
with [plaintiff’s] Agreements and business relationships with the Saint Facilities.” Plaintiff further

-- 3 of 9 --

-4-
asserted that even if defendants “had mistaken belief that Mali/Mission properly terminated the
Agreements (but in fact they were not), they still are liable to [plaintiff] for tortious interference.”
Plaintiff additionally contended that defendants’ receipt of the cease-and-desist letter indicated
that they were cognizant of their interference before defendants were set to provide services to the
Saint Facilities on March 1, 2017. Plaintiff also averred that defendants’ conduct was “calculated
and wrongful” because they provided the requested capital to the Saint Facilities in exchange for
the pharmacy service contracts. Plaintiff alleged that defendants acknowledged that they placed
pressure on Roger and the Saint Facilities to acquire the pharmacy service agreements.
Defendants replied, “that the testimony about pressure was on the topic of scheduling the
important date [regarding] when OneCare must be expected to begin providing services to the
facilities,” as opposed to defendants pressuring the Saint Facilities into the pharmacy service
agreements. Defendants further argued that “nothing in [plaintiff’s] Response cites to any
document, communication, or any direct evidence whatsoever that shows that OneCare demanded
the facilities contracts in quid pro [quo] arrangement in order to make the loan.” Defendants
additionally asserted that plaintiff “cites to no evidence whatsoever showing that [it] sustained
damages.”
On September 13, 2022, the trial court held a hearing regarding the parties’ pending
motions; the parties advanced arguments consistent with their respective filings. Following the
parties’ arguments, the court opined:
I’m granting the motion cause I believe the e-mails, deposition and the other
evidence do not rise to the level of illegal, unethical or improper conduct in this
case. I don’t think that the Defendants were dictating. I think they—as [defense
counsel] pointed out, I think there is reasonable explanation that they were just
trying to make sure that the services continue.
There is not reasonable likelihood or any inference that the e-mails or that
they were intentionally interfering with the contract or the business expectancy.
And for that reason and those others the Court’s mentioned, the Court’s granting
the motion.
The court further clarified that it was denying plaintiff summary disposition under MCR
2.116(I)(2). On September 15, 2022, the trial court entered an order granting summary disposition
to defendants under MCR 2.116(C)(10), denying plaintiff summary disposition pursuant to MCR
2.116(I)(2), and dismissing plaintiff’s claims of tortious interference with contractual relations and
tortious interference with business relationships or expectancies against defendants with prejudice.
This appeal followed.
II. STANDARDS OF REVIEW
This Court reviews de novo a trial court’s decision whether to grant a motion for summary
disposition. El-Khalil v Oakwood Healthcare, Inc, 504 Mich 152, 159-160; 934 NW2d 665
(2019). Summary disposition pursuant to MCR 2.116(C)(10) is proper when, “[e]xcept as to the
amount of damages, there is no genuine issue as to any material fact, and the moving party is
entitled to judgment or partial judgment as a matter of law.” MCR 2.116(C)(10). A motion

-- 4 of 9 --

-5-
pursuant to MCR 2.116(C)(10) assesses the factual sufficiency of a claim. El-Khalil, 504 Mich
at 159-160. “When considering such a motion, a trial court must consider all evidence submitted
by the parties in the light most favorable to the party opposing the motion.” Id. at 160. “A motion
under MCR 2.116(C)(10) may only be granted when there is no genuine issue of material fact.”
El-Khalil, 504 Mich at 160. “A genuine issue of material fact exists when the record leaves open
an issue upon which reasonable minds might differ.” Id., quoting Johnson v VanderKooi, 502
Mich 751, 761; 918 NW2d 785 (2018) (quotation marks and citation omitted).
Under MCR 2.116(I)(2), the trial court may grant summary disposition in favor of the party
opposing summary disposition “[i]f it appears to the court that the opposing party, rather than the
moving party, is entitled to judgment.” When a party moves for summary disposition under MCR
2.116(C)(10), and the trial court grants summary disposition in favor of the opposing party under
MCR 2.116(I)(2), this Court employs the standard of review for a motion under MCR
2.116(C)(10). Cadillac Rubber & Plastics, Inc v Tubular Metal Sys, LLC, 331 Mich App 416,
421-422; 952 NW2d 576 (2020). “If, after careful review of the evidence, it appears to the trial
court that there is no genuine issue of material fact and the opposing party is entitled to judgment
as a matter of law, then summary disposition is properly granted under MCR 2.116(I)(2).” Id.
at 422 (quotation marks and citation omitted).
III. ANALYSIS
Plaintiff argues that the trial court erroneously granted summary disposition, and denied
plaintiff summary disposition, as to plaintiff’s tortious inference claims. We disagree.
Michigan distinguishes between claims for tortious interference with contractual relations
and tortious interference with a business relationship or expectancy as follows:
In Michigan, tortious interference with a contract or contractual relations is
a cause of action distinct from tortious interference with a business relationship or
expectancy. The elements of tortious interference with a contract are (1) the
existence of a contract, (2) a breach of the contract, and (3) an unjustified instigation
of the breach by the defendant. The elements of tortious interference with a
business relationship or expectancy are (1) the existence of a valid business
relationship or expectancy that is not necessarily predicated on an enforceable
contract, (2) knowledge of the relationship or expectancy on the part of the
defendant interferer, (3) an intentional interference by the defendant inducing or
causing a breach or termination of the relationship or expectancy, and (4) resulting
damage to the party whose relationship or expectancy was disrupted. [Health Call
of Detroit v Atrium Home & Health Care Servs, Inc, 268 Mich App 83, 89-90; 706
NW2d 843 (2005) (citations omitted).]
The parties do not dispute that the first and second elements of the tortious inference claims are
satisfied. Rather, the dispute centers on whether a genuine issue of material fact exists as to the
third element under either theory of tortious interference.
Regarding the third element of tortious interference with a contract—an unjustified
instigation of the breach by the defendant—this Court has explained that “the party alleging

-- 5 of 9 --

-6-
tortious interference with a contractual relationship must allege the ‘intentional doing of a per se
wrongful act or the doing of a lawful act with malice and unjustified in law’ for the purpose of
invading the contractual rights of another.” Int’l Outdoor, Inc v SS Mitx, LLC, 349 Mich App 212,
237; 27 NW3d 365 (2023), quoting Relative Time Films, LLC v Covenant House Mich, 344 Mich
App 155, 162; 999 NW2d 64 (2022) (quotation marks and citation omitted). As this Court
previously detailed, “A wrongful act per se is an act that is inherently wrongful or an act that can
never be justified under any circumstances.” Knight Enterprises v RPF Oil Co, 299 Mich App
275, 280; 829 NW2d 345 (2013) (quotation marks and citations omitted). “If the defendant’s
conduct was not wrongful per se, the plaintiff must demonstrate specific, affirmative acts that
corroborate the unlawful purpose of the interference.” Relative Time Films, LLC, 344 Mich App
at 162 (quotation marks and citation omitted).
Stated alternatively, in order to prevail on a claim for tortious interference with a contract,
plaintiff had to prove either that defendants committed an act that was so wrongful that defendants
had no justification whatsoever for committing that act, and did so with malice and the intent to
induce Roger or Bradley to breach their contracts as it relates to the Saint Facilities and Mission
Point. Knight Enterprises, 299 Mich App at 280. “Thus, it is an essential element of a claim of
tortious interference with a contract that the defendant unjustifiably instigated or induced the party
to breach its contract.” Id. at 281 (quotation marks and citation omitted). This Court has further
explained:
The essential thing is the purpose to cause the result. If the actor does not have this
purpose, his conduct does not subject him to liability under this rule even if it has
the unintended effect of deterring the third person from dealing with the other. It
is not necessary, however, that the purpose to cause the breach of contract or failure
to deal be the actor’s sole or paramount purpose. It is sufficient that he designs this
result whether because he desires it as an end in itself or because he regards it as a
necessary, even if regrettable, means to some other end. [Id. (quotation marks and
citation omitted).]
As to tortious inference with a business relationship or expectancy, to establish the third
element—an intentional interference by the defendant inducing or causing a breach or termination
of the relationship or expectancy—“the plaintiff must establish that the defendant acted both
intentionally and either improperly or without justification.” Puetz v Spectrum Health Hosps, 324
Mich App 51, 78; 919 NW2d 439 (2018) (quotation marks and citation omitted). There are two
different means of establishing that a defendant acted improperly or without justification: a
plaintiff must show either “the intentional doing of a per se wrongful act or the doing of a lawful
act with malice and unjustified in law for the purpose of invading the . . .business relationship of
another.” CMI Intern, Inc v Intermet Intern Corp, 251 Mich App 125, 131; 649 NW2d 808 (2002)
(quotation marks and citation omitted).
Plaintiff fails to establish that defendants instigated a breach of the pharmacy service
agreements or the business relationship or expectancy, or intentionally induced Roger or Bradley
to do so. Rather, the record indicates that Roger had already intended to seek an alternative

-- 6 of 9 --

-7-
pharmacy services provider prior to his discussions with defendants, and that Bradley was not
involved in the termination decisions.2
Roger testified regarding plaintiff’s deficient performance at the Saint Facilities stating,
“We did get complaints all the time, a hundred percent . . . .Medications not there, prior
authorizations not being done, consultants not showing up, you know, OTC charges that were too
high. I mean, lots of issues.” Roger further contended that discussions regarding the termination
of plaintiff’s pharmacy service agreements were initiated in January 2017, and “it was a very
cordial meeting.” Roger explained that the termination was because the entity plaintiff was
planning on selling its enterprise to was “not a good fit,” and he desired conducting “business with
somebody local, with a small provider . . . .” Roger additionally recalled, “I believed we talked
about service issues . . .with the fees, the billing, the consulting, everything else. There were those
issues that were going on that hadn’t been resolved.” Roger also acknowledged that prior to the
January 2017 meeting with plaintiff, he contacted other pharmacy services providers to determine
whether they may serve potential replacements for plaintiff at the Saint Facilities. When asked
whether he recalled “having discussions with OneCare saying that in exchange for their
investment, they wanted these Saints contracts,” Roger responded, “No, that never happened. That
never happened.” Roger further replied negatively when asked whether he felt pressured by
defendants to terminate plaintiff’s pharmacy service agreements. Roger testified that he never
promised plaintiff that it would be employed as the pharmacy services provider for the renovated
Mission Point facility.
Plaintiff further failed to present any evidence that defendants acted intentionally, with
maliciousness, or that they committed a “per se wrongful act.” Even if plaintiff could show some
“intentional inducement” resulting in the breach of the Saint Facilities pharmacy service
agreements, for plaintiff to succeed on the claim, it had to show “improper conduct” as defined
above. Id. at 282. “Where the defendant’s actions were motivated by legitimate business reasons,
its actions would not constitute improper motive or interference.” BPS Clinical Labs v Blue Cross
& Blue Shield (On Remand), 217 Mich App 687, 699; 552 NW2d 919 (1996). Generally, it “does
not constitute improper interference with a contract if a defendant simply takes the initiative to
gain an advantage over the competition.” Knight Enterprises, 299 Mich App at 282 (quotation
marks and citation omitted).
In the present case, plaintiff contends that defendants’ business “solicitation” of the Saint
Facilities was improper because defendants were aware that plaintiff and the Saint Facilities were
under contract at the time. Although Pierre testified that he “solicited” Roger by inquiring whether
2 We note while Bradley testified that he believed Roger was “under pressure” regarding
defendants’ loan and the pharmacy service agreements, Bradley simultaneously asserted that he
would not know whether defendants were pressuring Roger. Bradley did not believe there were
issues with plaintiff’s performance before the termination of its Saint Facilities contracts, and he
believed that Roger sought termination of the subject agreements because Roger “owed [plaintiff]
a lot of money. Roger had told me that he was going to get money from OneCare to finish up—
one was his project for Mission Point Detroit.”

-- 7 of 9 --

-8-
there was an opportunity to provide pharmacy services at the Saint Facilities and acknowledged
that there were “things to finish with the other pharmacy,” Pierre was not aware that any
termination of the pharmacy services agreement was improper. Pierre further asserted, “You
would think that when somebody give[s] you the pharmacy business, it’s automatically [sic] that
they don’t have [an] obligation to the other pharmacy . . . . Because . . .that’s how the normal
standard business [sic]. You have to be able to get out of your contract to give the business to
somebody else.”
Plaintiff further asserts that various e-mail exchanges between defendants and Saint
Facilities personnel indicated that defendants exerted pressure on those facilities and influenced
the terms of plaintiff’s termination letter, as part of a quid pro quo in connection with defendants’
investment in Mission Point. However, the cited e-mail exchanges reflect efforts to facilitate the
transition from plaintiff to defendants with respect to the provision of pharmacy services at the
Saint Facilities. Further, the reference to the termination letter was made to ensure that defendants
could timely initiate services by the agreed-upon start date of Mach 1, 2017. Additionally, even if
defendants provided the loan to secure their position as the pharmacy service providers for the
Saint Facilities, such conduct does not establish that defendant acted with knowledge or intent to
induce plaintiff to breach its contractual obligations, nor does it suggest that they were cognizant
that the transition was improper beyond the financial aspects of ending services with plaintiff.
Rather, this conduct appears to fall within the scope of permissible business competition
recognized by applicable caselaw. See Knight Enterprises, 299 Mich App at 282; see also BPS
Clinical Labs, 217 Mich App at 699. Notably, plaintiff acknowledges that it was presented with
the same investment opportunity but declined to pursue it.
Plaintiff also avers that defendants’ receipt of the cease-and-desist letter before defendants
were set to provide services to the Saint Facilities on March 1, 2017, demonstrated that defendants
had knowledge that their conduct constituted tortious interference. However, the record reflects
defendants received the letter on February 27, 2017—only a few days before the agreed-upon start
date—and Pierre explained:
[Plaintiff’s Counsel], we have a signed contract by that time. So I—we’re
moving forward, that’s—that’s where I focus on. I have a signed contract with the
facility, it’s a duty and obligation for me to now go ahead and service. I cannot
interrupt patient care, it’s too late.
* * *
[Plaintiff’s Counsel], I didn’t have any reason to be believe this. I don’t
want to get involved between him and Roger. Again I have a signed contract, owner
of facility telling me the business—the pharmacy business is available to you. I
went ahead and did what I have to do from my side. My contract is not with
[plaintiff], my contract is with Roger.
Additionally, plaintiff does not dispute that discussions regarding termination began as early as
January 2017, during which the parties negotiated a wind-down of plaintiff’s involvement with the
Saint Facilities. An e-mail from Roger to Raj Patel, plaintiff’s principal, dated January 31, 2017,
stating that plaintiff and the Saint Facilities “will be mutually terminating our pharmacy services

-- 8 of 9 --

-9-
and consulting agreements. We have agreed that the facilities will pay all outstanding amounts
due [to] [plaintiff] on or before the termination date, and that we will enter into mutually acceptable
termination side letter.” The e-mail further stated:
As discussed at our meeting, I think our only point of disagreement is with
respect to the transition date. We are requesting March 1st termination date, which
is one month earlier than the suggested April termination date. We know that it is
tight, but I am sure we can work through the details. We would like the last cycle
fill for [plaintiff] to be on February 1st—lasting until [the] 28th, with the OneCare
Pharmacy taking over on March 1st.
Plaintiff then waited until the end of February before contacting defendants regarding their
purportedly improper conduct. In sum, plaintiff failed to present sufficient evidence that
defendants engaged in any misconduct, let alone malicious or wrongful conduct, to induce the
subject breach or termination of plaintiff’s business relationship or expectancy. Accordingly, the
trial court properly granted summary disposition of plaintiff’s tortious inference claims.
Affirmed.
/s/ Mariam S. Bazzi
/s/ Mark T. Boonstra
/s/ Brock A. Swartzle

-- 9 of 9 --