COA 370170 STEPHEN M RYAN PLLC V CHRIS T CHRISTENSEN Opinion - Per Curiam - Unpublished 1/15/2026

If this opinion indicates that it is “FOR PUBLICATION,” it is subject to
revision until final publication in the Michigan Appeals Reports.
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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
STEPHEN M. RYAN, PLLC,
Plaintiff-Appellant,
UNPUBLISHED
January 15, 2026
9:26 AM
v No. 370170
Wayne Circuit Court
CHRIS T. CHRISTENSEN, LC No. 19-016751-CB
Defendant-Appellee.
Before: GADOLA, C.J., and REDFORD and RICK, JJ.
PER CURIAM.
In this debt-collection action, plaintiff-appellant, Stephen M. Ryan, PLLC, appeals as of
right the trial court’s opinion and order granting summary disposition under MCR 2.116(C)(8)
(failure to state a claim upon which relief can be granted) and (C)(10) (no genuine issue of material
fact) in favor of defendant-appellee, Chris T. Christensen, and denying plaintiff’s motion for
summary disposition under MCR 2.116(I)(2) (opposing party entitled to summary disposition).
We affirm.
I. BASIC FACTS AND PROCEDURAL HISTORY
Plaintiff is a professional limited-liability company owned by its principal attorney,
Stephen M. Ryan. Christensen was formerly president and chief executive officer of Advanced
Strategies Group, Inc. (“ASG”), which was incorporated in 1994 and dissolved in February 2012.
This appeal stems from Ryan’s complaint seeking to recover $105,382 in legal fees from
Christensen.
Sometime in the 1990s, Ryan performed legal work for ASG when Ryan worked for a large
law firm. After Ryan left that firm, he was hired by ASG to perform legal services. For
approximately 20 years, Ryan, through his professional company, provided services on various
matters to ASG. During that time, ASG paid plaintiff over $100,000 in legal fees. However,
throughout Ryan’s performance for ASG, there was no written contract or engagement letter
between the parties for the legal services performed.

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According to various invoices, plaintiff provided legal services involving Christensen from
February 1, 2010 through June 30, 2012, and billed Christensen in care of Advanced Wealth
Advisors, LLC, for a total of $118,507. Three additional invoices from 2013 and 2014 were
addressed only to Christensen. In total, the invoices stated $132,882 in legal fees was due.
Apparently, the invoices went unpaid.
In 2019, plaintiff filed a complaint against Christensen individually for $105,382 in legal
fees. The complaint raised one claim of suit on open account and one claim for an account stated.
The complaint did not name the now-dissolved ASG or any other corporate entity as a party.
Instead, the complaint alleged that at Christensen’s request, plaintiff performed various legal
services for Christensen personally, but that plaintiff would bill ASG or other companies for those
services. According to the complaint, the parties orally agreed that Christensen would remain
personally and primarily liable for the legal fees “many years ago.” Additionally, the complaint
alleged each invoice was mailed to Christensen, and Christensen never contested the invoices and
made partial payments.
Plaintiff attached an e-mail Christensen wrote to Ryan to the complaint, insisting that
through the e-mail, Christensen acknowledged the validity and accuracy of the amount he owed
plaintiff. The e-mail, sent on September 17, 2015, states as follows:
Steve,
Nothing would make me happier that [sic] to be in a position to give you money
toward my bill, however I am just not in a position to do so.
I am hoping the upcoming year will be better for me, I promise as soon as I can I
will get you some money.
I am so sorry I cannot pay you at this time.
Chris
Chris T. Christensen
President & Chief Operating Officer
Estate Planning & Life Insurance Specialist
Advanced Wealth Advisors, LLC
Plaintiff also attached a statement of account from his bookkeeper, Taneeca Nero, which stated
“[d]efendant is justly indebted to [p]laintiff in the amount of $105,382.18 over and above all legal
setoffs and counterclaims.” Subsequently, plaintiff alleged that the amount Christensen owed was
actually $132,882, as reflected in the invoices.
In answer to plaintiff’s complaint, Christensen generally denied that he ever hired plaintiff
to represent him personally. Instead, he asserted plaintiff performed legal services on behalf of
his company, ASG. After filing an answer to the complaint, Christensen made several motions for
summary disposition. Attached to a motion for summary disposition under MCR 2.116(C)(7)
(claims barred by statute of limitations), Christensen provided an affidavit he executed. In the
affidavit, he averred: “Advanced Strategies Group, Inc. hired [p]laintiff for representation on

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various matters.” Plaintiff opposed the motion and requested the trial court grant summary
disposition in its favor under MCR 2.116(I)(2). In his briefing, plaintiff made various negative
comments about Christensen personally and as a business professional. In reply, defendant
asserted plaintiff’s response violated Rule 1.6 of the Michigan Rules of Professional Conduct
(“MRPC”) by including irrelevant commentary about defendant. On December 15, 2020, the trial
court denied both motions. Subsequently, both parties brought various motions for summary
disposition, all of which were denied. The parties also twice participated in facilitation without
success.
In May 2023, defendant moved for summary disposition under MCR 2.116(C)(8) and
(C)(10), arguing plaintiff failed to establish a claim of account stated or open account and there
was no genuine issue of fact because Christensen was never plaintiff’s client and did not owe
plaintiff any money for ASG’s legal fees. Christensen argued ASG, which was a separate entity,
may owe plaintiff for unpaid legal fees; however, he never personally retained Ryan or plaintiff,
his law firm, and never guaranteed the legal fees of ASG. Additionally, Christensen renewed his
motion for dismissal as a sanction for plaintiff violating MRPC 1.6, alleging that plaintiff
improperly disclosed confidential information obtained through its representation of ASG.
Christensen executed an affidavit on April 19, 2023, in which he averred:
2. My company, ASG Strategies Group, Inc. (“ASG”) retained [p]laintiff to
perform legal work for ASG in the early 1990s. I never retained [p]laintiff or
Stephen Ryan personally, nor did I guarantee or in any way become responsible for
the legal bills of ASG.
3. Throughout the period of time [p]laintiff represented ASG, I retained
other law firms to perform legal work for me personally, such as estate planning
and other matters. Neither [p]laintiff nor Steven Ryan was ever retained to do work
for me personally.
4. Throughout the period of time that [p]laintiff represented ASG, Stephen
Ryan never informed me that I was personally liable for the debts of ASG.
5. Sometime in 2014, I did send Stephen Ryan $5000 on the ASG bill. I
made this payment not because I owed the money personally, but because Steve
Ryan asked me to pay something on the ASG bill.
6. In September of 2015 Stephen Ryan called and left me a voice mail
message asking me if ASG was going to pay its legal bill. I responded to Ryan’s
e-mail [sic] via e-mail on September 17, 2015. Although I used the words “Nothing
would make me happier than to be in a position to give you money toward my
bill . . .,” I was referring to the bill of ASG. I frequently referred to matters relating
to ASG, in the first person. I used such terms as “my employees,” “my business,”
and “my revenues” to refer to the employees, business, and revenues of ASG. It
was in this context that I used the term “my bill.”
Christensen also provided a transcript of a hearing regarding one of the parties’ previous
motions for summary disposition. During the hearing, Ryan conceded that the invoices largely

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related to work performed for ASG when responding to the trial court’s commentary that work
plaintiff was alleged to have performed on behalf of Christensen but billed to ASG implied the
parties engaged in tax fraud:
Mr. Ryan: Well I’d like to respond to the allegations of tax fraud that have
been placed against me.
No. 1, I do not recommend companies unless I get, well I like to get
a personal guarantee, but the agreement here was that I would bill the companies,
and actually the Court is very correct, this is so he could get a necessary deduction
for proper and necessary business expenses, that’s why it was done, but I see it as
just the reverse.
I was going to bill him no matter what and he said, no, bill my
company, and when you look at the invoices, Your Honor, if you ever look at them
the vast, vast, vast majority, and I’m talking about something in the high 90% was
work done for ASG, for the company.
The Court: Well then the company was your client, not him. [Emphasis
added.]
In response, plaintiff opposed Christensen’s motion and requested summary disposition in
its favor under MCR 2.116(I)(2), restating his argument that he and Christensen orally agreed that
Christensen would be individually and personally responsible for all legal fees. Plaintiff reattached
the invoices, Nero’s affidavit, and Christensen’s September 17, 2015 e-mail to support his
response and motion. Plaintiff also responded to Christensen’s arguments regarding MRPC 1.6.
After a hearing on the motions, the trial court entered an opinion and order granting
Christensen’s motions under MCR 2.116(C)(8) and (C)(10), denying plaintiff’s motion under
MCR 2.116(I)(2), and declining to address the parties’ arguments regarding MRPC 1.6. In support
of its decision to grant summary disposition in Christensen’s favor, the trial court explained that
the evidence showed that ASG, and not Christensen, was plaintiff’s client and no evidence
supported that Christensen guaranteed the legal services rendered on behalf of ASG. This appeal
followed.
II. STANDARDS OF REVIEW
A trial court’s decision on a motion for summary disposition is reviewed de novo. El-
Khalil v Oakwood Healthcare Inc, 504 Mich 152, 159; 934 NW2d 665 (2019). A motion under
MCR 2.116(C)(8) examines the legal sufficiency of a claim. Id. The trial court “must accept all
factual allegations as true, deciding the motion on the pleadings alone.” Id. at 160. The motion
may only be granted if “a claim is so clearly unenforceable that no factual development could
possibly justify recovery.” Id.
A motion under MCR 2.116(C)(10) examines the factual sufficiency of a claim. Id. The
trial court “must consider all evidence submitted by the parties in the light most favorable to the
party opposing the motion.” Id. The motion may only be granted if there is no genuine issue of

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material fact. Id. There is a genuine issue of material fact when “the record leaves open an issue
upon which reasonable minds might differ.” Id. (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, 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.” Cadillac Rubber & Plastics, Inc v Tubular Metal Sys, LLC, 331 Mich App
416, 422; 952 NW2d 576 (2020) (quotation marks and citation omitted). Questions of contract
interpretation are legal questions reviewed de novo. Alpha Capital Mgt, Inc v Rentenbach, 287
Mich App 589, 611; 792 NW2d 344 (2010).
III. ANALYSIS
Plaintiff contends that the trial court decided the wrong issue when it determined that there
was no genuine issue of material fact whether Christensen personally guaranteed the fees between
plaintiff and ASG. Instead, plaintiff argues the issue was whether Christensen himself was
personally and individually liable for the debt based on an oral agreement. Plaintiff additionally
contends that he was entitled to summary disposition under MCR 2.116(I)(2) because the evidence
established this fact in its favor. We disagree.1
In Fisher Sand & Gravel Co v Neal A Sweebe, Inc, 494 Mich 543; 837 NW2d 244 (2013),
the Michigan Supreme Court explained the nature of actions for an open account and account
stated. The purpose of both of these claims “is to recover sums due that arose out of a course of
dealing between the parties.” Id. at 553. Traditionally, an open account is defined as “[a]n unpaid
or unsettled account” or “[a]n account that is left open for ongoing debit and credit entries and
that has a fluctuating balance until either party finds it convenient to settle and close, at which time
there is a single liability.” Id. at 553-554 (quotation marks and citation omitted).
In contrast, an account stated is “an agreement, between parties who have had previous
transactions of a monetary character, that all the items of the accounts representing such
transactions are true and that the balance struck is correct, together with a promise, express or
implied, for the payment of such balance.” Id. at 554 (quotation marks and citation omitted). An
account stated specifically requires the manifestation of assent by both parties to the correctness
of the statement between them. Id. at 557 (quotation marks and citation omitted). Notably, an
open account may convert into an account stated:
The conversion of an open account into an account stated, is an operation
by which the parties assent to a sum as the correct balance due from one to the
other; and whether this operation has been performed or not, in any instance, must
1 As an initial matter, we conclude that plaintiff has abandoned this issue for failing to adequately
brief it. Plaintiff argues Christensen was individually and personally liable for the debt without
setting forth the applicable legal principles. A party may not “announce a position or assert an
error and then leave it up to this Court to discover and rationalize the basis for his claims . . . .”
Wilson v Taylor, 457 Mich 232, 243; 577 NW2d 100 (1998). Nonetheless, we address plaintiff’s
arguments.

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depend upon the facts. That it has taken place, may appear by evidence of an
express understanding, or of words and acts, and the necessary and proper
inferences from them. [Id. at 554-555 (quotation marks and citation omitted).]
Both open-account and account-stated claims involve the application of contract principles.
Id. at 557, 563. Moreover, both claims may be premised on an express or implied contract. Id.
at 570. Similarly, because this case involves the assertion of an attorney-client relationship, a
contract must be established before an attorney is entitled to be paid for services. Plunkett &
Cooney, PC v Capital Bancorp Ltd, 212 Mich App 325, 329; 536 NW2d 886 (1995).
In this case, the issue revolves around who plaintiff had a contract with for the legal
services rendered. There is no express written contract for legal services or engagement letter
between the parties in the lower court record. Instead, plaintiff asserts that it had an oral contract
with Christensen for legal services rendered on behalf of Christensen, but paid by ASG. A contract
requires a meeting of the minds on all essential terms. Hall v Small, 267 Mich App 330, 333; 705
NW2d 741 (2005). “A meeting of the minds is judged by an objective standard, looking to the
express words of the parties and their visible acts, not their subjective states of mind.” Kamalnath
v Mercy Mem Hosp Corp, 194 Mich App 543, 548; 487 NW2d 499 (1992) (quotation marks and
citation omitted). Parties may enter into an oral contract, the terms of which “may be demonstrated
by the course of dealing and performance between the contracting parties.” H.J. Tucker & Assoc,
Inc v Allied Chucker and Engineering Co, 234 Mich App 550, 567; 595 NW2d 176 (1999).
Plaintiff first argues the trial court eschewed addressing the issue of whether there was a
contract for legal services between plaintiff and Christensen to instead determine whether
Christensen guaranteed a contract between plaintiff and ASG. We disagree. The trial court’s
analysis addressed the existence of a contract between plaintiff and Christensen and the existence
of a guaranty. The trial court held that there was no genuine issue of material fact whether a
contract existed between plaintiff and Christensen because Ryan admitted the “vast majority” of
the legal services he rendered was on behalf of ASG. As noted by the trial court, even viewed in
a light favorable to plaintiff as the nonmoving party, such a statement acknowledges that plaintiff’s
client was ASG and not Christensen.
Even without Ryan’s admission, a genuine issue of material fact was not shown regarding
plaintiff’s assertion that the parties entered into an oral contract for legal services. Plaintiff’s claim
is that sometime in the 1990s, the parties entered into an oral agreement in which legal services
rendered by plaintiff on behalf of Christensen individually would be billed to ASG. In support of
his motion for summary disposition, Christensen submitted an affidavit in which he averred he
never personally retained plaintiff for legal services; rather, all services plaintiff rendered in
connection with him were for ASG. In response, plaintiff relied on the invoices and the
September 17, 2015 e-mail as evidence of the parties’ course of performance to establish the
existence of this oral contract between them. Viewing the record in a light most favorable to
plaintiff, the evidence was insufficient to show the existence of a material issue of fact regarding
who was plaintiff’s client. See Quinto v Cross & Peters Co, 451 Mich 358, 362-363; 547 NW2d
314 (1996) (explaining that when the moving party meets its initial burden of supporting its
position by documentary evidence, the burden then shifts to the opposing party to establish a
genuine issue of material fact).

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The majority of the invoices were addressed to Christensen in care of Advanced Wealth
and a couple invoices were addressed only to Christensen. Several of the invoices expressly
indicate work performed for ASG, while others indicate Ryan performed tasks with Christensen.
The record establishes that in March 2014, defendant made one payment in the amount of $5,000
toward these invoices. The invoices and partial payment do not support the existence of an oral
agreement between the parties. There is a legal distinction and corporate shield between a
company and its officers and shareholders. Dep’t of Consumer & Industry Servs v Shah, 236 Mich
App 381, 393; 600 NW2d 406 (1999). Corporations are a legal fiction and it is well established
that “corporations can only act through officers and agents.” Altobelli v Hartmann, 499 Mich 284,
296; 884 NW2d 537 (2016) (quotation marks and citation omitted). Moreover, “the acts of officers
and agents of a corporation, within the scope of their employment, are the acts of the corporation.”
Id. at 297 (quotation marks and citation omitted). It is undisputed that ASG became plaintiff’s
client in the 1990s and engaged plaintiff for various matters until it dissolved in 2012. Given its
corporate form, it is no surprise that the invoices would mention Christensen, who was president
and chief executive officer of ASG, and would be responsible for acting on behalf of ASG and
managing its debts.
Plaintiff further asserts that because Ryan sent the invoices to defendant personally and
defendant never objected to them, the invoices established the contractual relationship between the
parties. Again, this argument overlooks the distinction between a corporation and its agents. See
id. In addition to his roles as president and chief executive officer of ASG, Christensen was also
its named agent. Consequently, Christensen was the appropriate recipient of bills on behalf of
ASG and he would have no reason to object to the invoices because plaintiff was contracted to
perform legal services on behalf of ASG.
The September 17, 2015 e-mail does not recontextualize the invoices or otherwise support
the existence of the oral agreement between the parties. Apparently, Christensen sent Ryan the e-
mail after Ryan left him a voicemail regarding the overdue invoices. Plaintiff relies on the fact
that Christensen uses phrases such as “my bill” in the e-mail to support the existence of the oral
agreement. However, the fact that Christensen would refer to the invoices as “[his] bill” is in line
with the fact that he owned ASG and would conflate himself with the corporate entity when
speaking colloquially. Indeed, Christensen explained as much in his affidavit when he averred
that he “referred to matters relating to ASG[] in the first person” when acting on behalf of the
company.2
Review of the record in a light most favorable to plaintiff as the nonmoving party supports
only that a contractual relationship for legal services existed between plaintiff and ASG. There is
no support that the parties entered a contract for plaintiff to render legal services for Christensen
2 On appeal, plaintiff asks this Court to consider several records that were not presented in the
lower court to support its claim. Because these exhibits were not received by the trial court, we
decline to consider them on appeal. See Sherman v Sea Ray Boats, Inc, 251 Mich App 41, 56; 649
NW2d 783 (2002) (“This Court’s review is limited to the record established by the trial court, and
a party may not expand the record on appeal.”).

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individually. Instead, the record only supports that Christensen was acting on behalf of ASG and
in his corporate capacity when dealing with Ryan.3 Consequently, the trial court did not err when
it concluded there was no contract for legal services between the parties. Because Christensen was
not plaintiff’s client, plaintiff could not establish a series of transactions between the parties for
the purposes of demonstrating an open account or a contract based on assent to an agreed balance
between the parties. See Fisher Sand, 494 Mich at 553, 557.
To the extent plaintiff further argues that Christensen guaranteed the debt owed by ASG,
this argument is also without merit. A guaranty contract “is a special kind of contract.” Bandit
Indus, Inc v Hobbs Int’l, Inc (After Remand), 463 Mich 504, 511; 620 NW2d 531 (2001). A
guaranty contract is “to be construed like other contracts, and the intent of the parties, as collected
from the whole instrument and the subject-matter to which it applies, is to govern.” Comerica
Bank v Cohen, 291 Mich App 40, 46; 805 NW2d 544 (2010) (quotation marks and citation
omitted). However, “a court must approach with caution a claim that the parties have formed a
guaranty contract. . . . [A]ssumption of another’s debt is a substantial undertaking, and thus the
courts will not assume such an obligation in the absence of a clearly expressed intention to do so.”
Bandit Indus, Inc, 463 Mich at 512. A guaranty contract does not require any “specific form of
language,” but requires “an unambiguous expression of the guarantor’s intention to accept that
responsibility.” Id. at 513-514.
The lower court record contains no contract for legal services or engagement letter between
the parties. Likewise, there is no contract expressing Christensen’s intent to personally guarantee
the legal services rendered on behalf of ASG. Plaintiff appears to rely on the September 17, 2015
e-mail as evidence of the guarantee. However, the e-mail does not support such a clear and
unambiguous assumption by Christensen. As already noted, although Christensen speaks in the
first-person in the e-mail, this does not support a conclusion that Christensen was speaking in his
personal capacity as opposed to his corporate capacity on behalf of ASG. Moreover, as noted by
the trial court, Christensen expressly disavowed making a payment and expressed regret that he
could not pay in the e-mail. Consequently, the e-mail lacks the expression of Christensen’s
intention to personally accept responsibility for ASG’s debts. Id. at 512.
In sum, ASG was plaintiff’s client and there is no evidence that Christensen personally
engaged plaintiff for legal services. Likewise, there is no evidence that Christensen assumed the
debt owed by ASG. Absent a course of dealing between the parties or other direct contractual
relationship, plaintiff has not articulated why an open account or account stated would exist
between the parties. See Fisher Sand, 494 Mich at 554, 557. Therefore, the trial court did not err
3 Plaintiff has not asserted in the lower court or in this Court that the corporate form should be
disregarded and defendant should be held liable for the acts and debts of ASG. See Green v
Ziegelman, 310 Mich App 436, 451; 873 NW2d 794 (2015) (explaining the doctrine of piercing
the corporate veil).

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by granting summary disposition in defendant’s favor and denying plaintiff’s motion for summary
disposition in its favor.
Affirmed.
/s/ Michael F. Gadola
/s/ James Robert Redford
/s/ Michelle M. Rick

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