COA 371259 MAHA CHIDIAC V NAJI CHIDIAC Opinion - Per Curiam - Unpublished 6/8/2026

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
MAHA CHIDIAC,
Plaintiff-Appellee,
UNPUBLISHED
June 08, 2026
9:41 AM
v No. 371259
Oakland Circuit Court
Family Division
NAJI CHIDIAC, LC No. 2022-511327-DO
Defendant-Appellant.
Before: YOUNG, P.J., and BORRELLO and TREBILCOCK, JJ.
PER CURIAM.
Defendant, Naji Chidiac (husband), appeals as of right the trial court’s judgment of divorce
that included the terms of a domestic relations arbitration award, and all subsequent corrections
and clarifications to the award. On appeal, husband argues that the arbitrator failed to compensate
him for his premarital contributions to the two dental practices belonging to plaintiff, Maha
Chidiac (wife). Husband next argues that the arbitrator erred by declaring void the express contract
granting him an ownership interest in one of wife’s practices, Modern Dental (Modern). Finally,
husband argues that the arbitrator impermissibly valued Modern based on the sale price of wife’s
first practice, Brite Dental Care (Brite). For the reasons set forth in this opinion, we affirm.
I. FACTUAL AND PROCEDURAL HISTORY
Wife is a dentist, and husband is an engineer and real estate agent. The parties married in
October 2018 and had no children during the marriage, although each had two daughters from
previous marriages. On January 26, 2022, wife filed for divorce. Of their assets accumulated
before and during marriage, one of the areas of greatest contention was Modern’s valuation and
the parties’ associated compensation.
Before meeting husband, wife opened Brite in Canton in 2007. She sold that practice
during the marriage in 2019 for $290,000. In the meantime, on March 3, 2015, Modern opened
for business. Wife was the sole owner of the practice on paper. The extent to which husband
assisted with opening and operating Modern was disputed during arbitration. As proof of the
benefit he provided to Modern, husband provided an e-mail wife sent to herself on August 25,

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2015, then forwarded to husband on October 16, 2015, to evidence Modern was a joint venture the
parties owned together. The e-mail, which did not have a subject line, stated:
Investment of $$ 150K after all costs considered
25% = 37.5K
Write agreement or not for this one?-personal only
End of year distribution – tax implications-
salary—whatever I pay myself—you get 25%—but how?? 1099? cut personal
check after tax? tax implication of personal income??
cash we take??—only cash pts-noninsurance once in a while 75/25. i will
determine when and who.
Credit card we use—if for personal- will consider as income toward final number
Goals- together
My income- MDC 75%
Naji- his job and MDC 25%
Together build supplemental business and income with equal investments
Maha- manage clinical
Naji- manage business end
3rd dental business – buy existing – run as 50/50 with new doctor working with
staff
4th… same
BDC [Brite Dental Center]
running as always
sell BDC—2yrs from now
full time at MDC [Modern Dental Center] and will be my living income only
As further evidence of his contributions toward opening Modern, husband also submitted
to the trial court a screenshot of a Facebook post written by wife on October 12, 2015, which
stated:
What can i say about the man that brings dreams to reality! Takes charge and make
things happen! Says “yes we can” when i feel we can’t. Makes difficult things
look easy. Has made my life more simple and sweet! Naji Chidiac. Congrats to
us for making Modern Dental a reality! Now when do we celebrate???
Wife testified the Facebook post was written to “boost [husband’s] ego.” Wife asserted that before
the parties married, husband’s role at Modern was “limited to managing payroll and making runs
to the bank for deposits and the close of business, and generally consisted of no more than 1-2
hours per week,” while wife had “always employed a full-time office manager to handle all of the
other [] day-to-day operations of [Modern.]” Husband argued he worked over 20 hours per week
managing Modern and worked with wife on plans to open more practice locations. Wife said she
paid husband $800 per month through Zelle between 2016 and 2018 before they were married for
assistance with managing Modern.

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Wife explained that, in 2020, the parties created Modern Management Services, Inc., which
had no income or assets of its own, but was used to service Modern’s payroll. Each month, Modern
transferred funds to Modern Management Services to consolidate payroll in anticipation of
opening additional practices. Wife alleged that, after the parties married, husband “began taking
advantage of [his] access [to Modern], including incurring exorbitant personal expenses on a
company credit card and paying himself a salary which he surreptitiously deposited into a separate
bank account.” For example, when husband assisted Modern in applying for and obtaining a
Paycheck Protection Program Loan, wife accused husband of exaggerating the financials he
submitted on Modern’s behalf, which resulted in an unforgiven liability of over $100,000 for
Modern. Wife accused husband of embezzlement, which he allegedly committed by paying for
his personal vehicle with funds transferred to Modern Management Services, and adding himself
to Modern’s payroll while secreting his “salary” in a separate account held solely in his name.
Wife also accused husband of stealing money from Modern when he picked up the practice’s cash
and check receipts each week for deposit in Modern’s Bank of America account. After discovering
husband’s alleged theft in November 2021, wife terminated husband’s access to Modern’s business
accounts and credit cards and resumed handling payroll. Wife estimated husband stole over
$50,000 from Modern by withholding cash and check deposits from the practice and keeping them
for himself.
After wife filed for divorce in January 2022, the trial court issued ex parte orders directing
the parties to refrain from selling, hiding, or transferring their assets. In objection to the orders,
husband alleged theft by wife from Modern. Husband argued that, before wife filed for divorce,
she withdrew assets from Modern’s bank account, including a $300,000 wire transfer on December
29, 2021, to a different financial account under her exclusive control. She also, according to
husband, terminated his access to all documents and data at Modern despite the fact that he
“routinely manag[ed] financial and banking operations of the practice and play[ed] an integral
role” in the business. Husband further alleged that wife “altered the marital financial status quo
by ceasing to remit payments to [husband] for his management and other services related to their
joint undertaking of operating Modern . . . .” So, husband asked that the trial court order wife to
immediately account for the $300,000 she removed from Modern’s bank account and preserve the
funds in an agreed-upon or court-ordered financial account for the benefit of the marital estate.
Wife responded to these allegations by stating that she made the $300,000 wire transfer
because she switched to a nearby Huntington Bank branch after the local Bank of America branch
she had been using closed down. She also argued that husband’s abuse of his access to Modern
was the reason she filed for divorce, and the business decisions following her discovery of the
abuse were done to mitigate potential criminal or civil liability and to protect both Modern and her
license to practice dentistry. The parties later stipulated to restore husband’s salary from Modern
by disbursing $1,200 biweekly from Modern into a shared Bank of America savings account, and
$1,065 monthly to cover husband’s vehicle payment. Wife did not comply with the order, and the
Bank of America records were later subpoenaed.
A bench trial began on January 24, 2023. After opening statements and brief testimony by
wife, the parties agreed to adjourn trial and submit the case to matrimonial arbitration. As required
under MCL 600.5072(1), the parties acknowledged that arbitration is binding, the right of appeal
is limited, that they waived their right to a formal arbitration hearing, and that the rules of evidence
would be suspended. They also acknowledged that the arbitration award may not be set aside

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unless the trial court found one or more of the four circumstances listed in MCL 600.5081(2) were
present.
A. ARBITRATION PROCEEDINGS AND AWARD
Arbitration was conducted on 10 dates beginning in March 2023 and ending that June. The
parties continued living in the marital home until April 11, 2023, just after arbitration began. Any
transcripts of the arbitration proceedings were not transmitted to the trial court or to this Court, but
the parties submitted closing arbitration briefs, and the arbitrator summarized her findings in a 45-
page arbitrator’s award dated September 12, 2023. The award covered the disposition of the
parties’ various personal properties, rental properties, businesses, bank accounts, vehicles, debts,
personal property, and whether to award attorney fees.
The arbitrator opined that both parties played a role in the breakdown of the marriage and
found that because both parties had the means to support themselves, invasion of separate property
was not warranted under MCL 552.23. At the outset Modern was awarded by the arbitrator to
wife “free and clear of any future claims or interest of [h]usband,” because Michigan law
“prohibit[s] ownership of a dental practice by someone that is not a licensed dentist.”
Regarding the role husband played at Modern, the arbitrator found that neither party was
completely credible. The arbitrator observed that husband provided no substantive evidence to
support his testimony that he worked 20 hours per week at the practice on top of working full time
as an engineer and selling real estate. However, the arbitrator observed that wife’s testimony that
husband worked 1-2 hours per week and was fully compensated $800 per month via Zelle from
2016 to 2018 was supported because husband did not receive a W-2 tax form from the practice
until 2019. And although husband “spent considerable time testifying about and eliciting
testimony regarding events dating as far back as 2008, 2012 and 2015,” the arbitrator reasoned
that, because Michigan does not recognize common law marriages and it must look at the period
that began with the marriage, husband could not be awarded a share in the practice for work done
before the parties were married. The arbitrator thus concluded that husband had been compensated
for his work related to the dental practices before marriage.
Next, the arbitrator decided that the e-mail from October 2015 could not be a valid contract
because it did not satisfy the Statute of Frauds, MCL 566.132. The purported contract was deemed
“void,” with “no implications in this divorce.”
Finally, the parties disagreed about the value of Modern, with each party presenting expert
testimony that arrived at differing valuations for the practice. Wife’s expert, Christine Hoppe,
utilized an adjusted book valuation of the practice, basing the valuation of Modern on the sale
price of Brite, which she concluded was similar in terms of its size, location, patient demographics,
revenue, and profitability. Hoppe included goodwill in her valuation, a factor that was deemed to
have been “the main value” used in arriving at the purchase price of Brite in 2019. Husband’s
expert, John Alfonsi, contended that Hoppe’s valuation was flawed because the locations and
patient demographics of the two practices were meaningfully different. Utilizing a “holder’s
interest” valuation of the practice, Alfonsi testified that Hoppe’s valuation was ultimately flawed
because Modern was not, in fact, for sale.

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After considering the experts’ testimony, the arbitrator opined that
[n]either valuation is completely justifiable based upon the facts and
circumstances of this case. However, Ms. Hoppe’s valuation is more justifiable
because Brite [] and Modern [] are virtually the same dental practice, run by the
same person just located in different cities. If Wife chose to sell the practice, the
methodology is already predetermined based upon the sale of Brite and goodwill is
a significant factor. Husband does not want to acknowledge that goodwill is a
factor in this evaluation; however, in any valuation of the practice that provides a
service, such as dentistry, it must be considered. But for the goodwill of Wife, there
would be no practice. The arbitrator finds that any contributions that Husband
made to the building or growth after the practice prior to the marriage, he has
received compensation for, as discussed herein.
Therefore, the arbitrator finds the marital value of Modern is $132,666 plus
$29,505 to be reimbursed from the balance of the escrow account for a total of
$162,171. Each party shall be awarded $81,085.50.
Finally, the arbitrator declined to award either party attorney or expert fees. Two weeks later,
husband filed a motion to correct alleged errors or omissions in the award under MCL 600.5078(3).
B. HUSBAND’S CHALLENGES TO THE ARBITRATION AWARD
Husband argued that the arbitrator made numerous errors in the attorney and expert fees
portion of the award, with wife paying her attorney fees from marital resources, “including
significant monies she paid herself from Modern [] to reduce the value of the business . . . .”
According to husband, the arbitrator erred by ignoring that, shortly after filing for divorce, wife
significantly reduced the value of the practice by diverting at least $300,000 in funds.
Husband also cited a number of financial transactions to show the arbitrator further erred
by ignoring proof that wife paid out “specific identifiable annual dollar amounts for 2016, 2017,
2018 and 2019 consistent with the percentages she intended to pay [husband]” according to the
2015 e-mail. Next, husband argued the arbitrator erred by concluding that the payroll husband
received for services performed on behalf of Modern should be the extent of his payout from
Modern in the final divorce award. Husband further argued the arbitrator erred in considering
Hoppe’s expert testimony more credible than Alfonsi’s, insisting that Hoppe’s method of
comparing Modern to Brite was flawed and undervalued Modern. Finally, husband argued the
arbitrator erred in concluding that Alfonsi did not want to use goodwill as a factor in Modern’s
valuation, and that goodwill was “implicitly” used in Alfonsi’s evaluation.
Wife’s response to the motion, and the transcript of any hearing that may have occurred,
are not available in the lower court record. The arbitrator granted husband’s motion in part. The
arbitrator awarded husband attorney and expert fees because wife used marital funds to pay her
attorney and expert fees to husband’s detriment. The arbitrator directed wife to pay husband and
his attorney $86,550 “representing an equal share of the marital income and funds used to pay her
attorneys and experts in this matter,” within 30 days of entry of a judgment of divorce. As to the
valuation of Modern, the arbitrator stated:

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The motion to correct an error or omission regarding the marital value of Modern
Dental Practice is denied. The arbitrator considered all of the evidence submitted
and applied the standards as dictated by Michigan Law. Further, the arguments as
set forth by [husband] are neither errors nor omissions, but motions for
reconsideration that are not permitted pursuant to the Domestic Arbitrations Act,
MCL 600.5070, et seq.
On November 21, 2023, husband brought a second motion to correct the arbitration award
and decision issued October 31, arguing they both reflected the arbitrator was “improperly
influenced by [wife’s] fraudulent acts and presentation,” which resulted in errors of law.
Specifically, husband argued that wife “systematically drained [Modern] of the bulk of its cash
reserves throughout 2022, contrary to the historical operations of the practice and in contravention
of the January 26, 2022 Mutual Restraining Order.” Husband’s expert testified during arbitration
that wife increased her compensation by $186,127 after she filed for divorce, and depleted
Modern’s cash on hand from $329,253 in December 2021 to only $47,105 in December 2022.
Wife testified she did this upon the recommendation of her financial advisor, which husband
argued the arbitrator failed to consider in valuing the growth of the practice during the marriage.
Husband also pointed out the arbitrator wrote “[n]either valuation is completely justifiable based
upon the facts and circumstances of this case,” yet the arbitrator “wholeheartedly adopted [wife’s]
reduced valuation absent consideration of the $320,000+ [wife] depleted from the practice during
2022 after filing for divorce.” Husband also challenged the trial court’s reliance on the 2019 sale
of Brite in Canton as a benchmark for value despite extensive testimony from husband’s expert
outlining significant distinctions between the practices.
Finally, husband argued the arbitrator misconstrued the law when she concluded that
husband’s expert’s valuation “could not be relied upon as it considered [h]usband’s premarital
involvement, something that cannot be considered in the valuation of a marital asset.” Husband
argued that his expert used a date of marriage valuation of $225,000 and an end valuation of
$862,200, without making any assertion that Modern’s valuation was tied to husband’s premarital
involvement.
The trial court heard oral argument on the second motion to correct the arbitration award
on December 12, 2023. Husband argued that under MCL 600.5081(2), which lists the four limited
grounds to set aside or correct an arbitration award, the award was procured by “undue means,”
specifically “partiality” toward wife. Husband argued the arbitrator was “clearly biased” in favor
of wife “every step of the way,” did not do what was equitable, and made rulings that were not
supported by the evidence, placing these events squarely within the circumstances listed in MCL
600.5081(2). Wife’s counsel responded, arguing husband did not demonstrate that any one of the
four circumstances listed in MCL 600.5081(2) were present to set aside the arbitration award, and
the review husband was requesting is outside the province of the trial court.
The trial court took the matter under advisement and later issued a written opinion denying
husband’s motion because he failed to establish that any one of the circumstances listed under
MCL 600.5081(2) were present, and his motion was “essentially asking [the trial court] to
substitute its judgment for that of the arbitrator which is prohibited.”

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The trial court later issued the judgment of divorce, which “incorporated and merged” the
arbitration award and its October 31, 2023, amendment regarding attorney fees. The trial court
retained jurisdiction to interpret and enforce the arbitration award, but not to modify it. The
judgment of divorce also set out a payment schedule for wife to pay husband the $232,233 she
owed him after all marital assets were divided. Wife was ordered to pay husband $75,000 within
60 days of the date the divorce judgment was entered, another $75,000 within 120 days of the date
the judgment was entered, and finally, and the remaining $82,233 within 180 days of the date the
judgement was entered. Husband now appeals.
II. ANALYSIS
“Domestic-relations arbitration is governed by the statutory scheme set forth in the
domestic relations arbitration act (DRAA)[, MCL 600.5070 et seq.]” Cipriano v Cipriano, 289
Mich App 361, 367; 808 NW2d 230 (2010). “Judicial review of arbitration awards is usually
extremely limited, and that certainly is the case with respect to domestic relations arbitration
awards.” Washington v Washington, 283 Mich App 667, 671; 770 NW2d 908 (2009) (citation
omitted). An award arising under DRAA may be vacated only in four very limited circumstances:
(a) The award was procured by corruption, fraud, or other undue means.
(b) There was evident partiality by an arbitrator appointed as a neutral,
corruption of an arbitrator, or misconduct prejudicing a party’s rights.
(c) The arbitrator exceeded his or her powers.
(d) The arbitrator refused to postpone the hearing on a showing of sufficient
cause, refused to hear evidence material to the controversy, or otherwise conducted
the hearing to prejudice substantially a party’s rights. [MCL 600.5081(2).]
An arbitrator has “exceeded his or her powers” where he or she acts in contravention of
controlling principles of law. Washington, 283 Mich App at 672. “[T]he party seeking to vacate
or modify an arbitrator’s award must establish that the arbitrator displayed a manifest disregard of
the applicable law[.]” Krist v Krist, 246 Mich App 59, 67; 631 NW2d 53 (2001). We review de
novo a trial court’s ruling on a motion to vacate or modify an arbitration award. Washington, 283
Mich App at 671.
A. THE ARBITRATOR’S AWARD ADEQUATELY ACCOUNTED FOR HUSBAND’S
PREMARITAL CONTRIBUTIONS
Husband first argues that the arbitrator made a legal error by failing to compensate him for
his contributions to the dental practice from the time the parties met in 2008 to their marriage in
2018. We disagree.
We turn first to husband’s argument that the arbitrator committed legal error by failing to
consider his premarital contributions to Modern in the arbitration award. Wife is correct that issues
with an arbitration award are generally beyond the scope of our review. As we have stated before,
“once we have recognized that the arbitrator utilized controlling law, we cannot review the legal

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soundness of the arbitrator’s application of Michigan law.” Id. at 674.1 In husband’s brief on
appeal, he argues that, although the arbitrator “accurately set forth the relevant governing
principle” and “correctly recognized” that a party’s separate property can be subject to division in
a divorce if the other party contributed to the acquisition, improvement or accumulation of the
property, she nonetheless “went badly astray in applying this principle.”
More specifically, husband argues that he and wife formed an implied-in-fact contract
based on the 12 years he spent managing the business affairs of the two practices. According to
husband, he began providing such services in 2009. However, wife did not begin paying husband
until after their marriage in 2019, leaving ten years during which time husband was not
compensated for his services. Based on what husband was paid between 2019 and 2021, husband
estimated that he is owed roughly $312,000. Wife, on the other hand, contended the arbitrator’s
conclusion that husband had been adequately compensated for his work related to the dental
practices prior to the marriage was premised on an unreviewable finding of fact.
The exact nature and scope of husband’s contributions to the practice and attendant
compensation were highly contested factual issues for which he, in the arbitrator’s words,
“provided no substantive evidence.” However, the arbitrator ultimately concluded, based on the
arguments made and evidence presented, that husband had been adequately compensated for his
premarital contributions to the practice:
Husband spent considerable time testifying about and eliciting testimony regarding
events dating as far back as 2008, 2012, and 2015. Michigan does not recognize
common-law marriages. Carnes v Sheldon, 109 Mich App 204, 211, 216-217; 311
NW2d 747 (1981). Cohabitating with someone or dating them is not the same as
marrying them. Further, Bone v Bone, 148 Mich App 834, 385 NW2d 706 (1986)
required the court to look at the period that began with the marriage. A trier of fact
is not free to expand this period to include any cohabitation that may have occurred
before the parties marry. Husband was compensated for his work related to the
dental practices prior to the marriage.
Husband is correct that a party may generally recover based on evidence that there was a premarital
agreement that was either express or implied in fact. Featherston v Steinhoff, 226 Mich App 584,
588; 575 NW2d 6 (1997). However, the arbitrator’s express refusal to consider husband’s
evidence of a premarital implied-in-fact contract was not an error apparent on the face of the award
because no argument about the existence of an implied-in-fact contract was ever before her. And
because the arbitrator’s factual finding that husband had been adequately compensated for his
premarital contributions to the practice is beyond the scope of our review, we conclude that
1 Husband contends that an arbitrator’s application of Michigan law is likewise reviewable, citing
NuVision, Inc v Dunscombe, 163 Mich App 674, 681; 415 NW2d 234 (1987), citing DAIIE v
Gavin, 416 Mich 407; 331 NW2d 418 (1982). However, the propositions relied upon by husband
appear to us to be dicta. Further still, these cases predate Washington v Washington, 283 Mich
App 667; 770 NW2d 908 (2009), which we take to be controlling on this issue.

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husband has identified no error in the arbitrator’s award with respect to his premarital
contributions.
B. NO CONTRACT WAS FORMED BETWEEN THE PARTIES
Husband next argues that, if no implied-in-fact contract can be found, he and wife
nonetheless entered into an express contract based on the aforementioned 2015 email. According
to husband, wife’s email was a genuine contractual offer that he implicitly accepted through his
performance of the contract’s terms. Wife contends that the email was not a contractual offer but
instead consisted of notes based on past conversations between the two of them. According to
wife, she never sent the email to husband; rather, wife contends that husband later accessed her
email account and forwarded the document to himself.
The arbitrator ultimately concluded that, “[w]hether the email is called a memo, written
expression of intent or talking points, it is lacking in the necessary elements of a valid contract and
fails the Statute of Frauds.” For the reasons explained below, we conclude that, even assuming
that conclusion reflects an error, the arbitrator’s award would not have been substantially different.
Gordon Sel-Way, Inc v Spence Bros, Inc, 438 Mich 488, 497; 475 NW2d 704 (1991). The initial
arbitrator’s award therefore may not be set aside. TSP Servs v National-Standard, LLC, 329 Mich
App 615, 620; 944 NW2d 148 (2019).
The email fails to create a legally enforceable contract because—even granting for the sake
of argument, as the arbitrator did, that the email constitutes an effective offer—husband did not
implicitly accept that offer by performing under the contract. “The party seeking to enforce a
contract bears the burden of proving that the contract exists.” AFT Mich v Michigan, 497 Mich
197, 235; 866 NW2d 782 (2015). “Before a contract can be completed, there must be an offer and
acceptance. Unless an acceptance is unambiguous and in strict conformance with the offer, no
contract is formed.” Kloian v Domino’s Pizza LLC, 273 Mich App 449, 452; 733 NW2d 766
(2006) (quotation marks and citation omitted).
“If an offer does not require a specific form of acceptance, acceptance may be implied by
the offeree’s conduct.” Pakideh v Franklin Commercial Mortgage Group, Inc, 213 Mich App
636, 640; 540 NW2d 777 (1995). “[A]n acceptance sufficient to create a contract arises where the
individual to whom an offer is extended manifests an intent to be bound by the offer, and all legal
consequences flowing from the offer, through voluntarily undertaking some unequivocal act
sufficient for that purpose.” Kloian, 273 Mich App at 453-454 (quotation marks and citation
omitted).2
According to the arbitrator, “[h]usband provided no substantive evidence” to support his
testimony regarding the nature and scope of the services he provided. The arbitrator further found
that husband provided no evidence to contradict wife’s claim that he never invested money in the
practice, and husband does not appear to argue otherwise on appeal.
2 Although husband contends that implicit acceptance is operative when the offeree acts to fulfill
“any” of a contract’s provisions, he provides no citation in support of that claim.

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Whatever the exact nature and scope of husband’s work for the dental practice, that work
cannot, by itself, constitute the sort of “unequivocal act” sufficient to demonstrate a willingness to
be bound by the offer, Id. at 454, because, according to husband, he had already been providing
those services for over half a decade before the October 16, 2025 email was ever sent. Given
husband’s additional failure to provide the $37,500 investment also required by the purported
contract, we are unpersuaded that husband accepted wife’s purported offer, or that wife acquiesced
to performance pursuant to any such offer. The purported contract therefore lacked the necessary
element of acceptance. Id. at 452. Consequently, no legally binding contract was ever formed
and, assuming an error in law apparent on the face of the arbitrator’s award, the award would not
have been substantially different and may not be set aside.3
C. THE ARBITRATOR’S VALUATION OF MODERN WAS NOT ERRONEOUS
Husband next contends that the arbitrator erred by accepting wife’s expert’s valuation of
Modern. According to husband, wife’s expert inappropriately based the value of Modern on the
sale price of Brite. However, husband argues that, when the owner of a practice intends to continue
the practice, the appropriate value of that practice is the value of the practice to the owner as a
going concern. Kowalesky v Kowalesky, 148 Mich App 151, 157; 384 NW2d 112 (1986). Because
wife does not intend to sell Modern, husband argues, the arbitrator erred by accepting a valuation
premised on another practice’s sale price. We disagree.
Wife is correct that we have established no single method to be uniformly applied in
valuing a professional practice. Id. at 155.4 “Rather, this Court will review the method applied by
the trial court, and its application of that method, to determine if the trial court’s valuation was
clearly erroneous.” Id. at 155-156. In Kowalesky, we concluded that the trial court’s valuation of
a dental practice on the basis of a distress sale and associated 40% reduction in the goodwill5 value
of the practice was inappropriate where nothing in the record supported the assumption that the
practice would discontinue. Id. at 157. “Since it appears that plaintiff would continue the dental
practice,” we held, “the valuation of the practice should be the value of the practice as a going
3 Because no binding contract was formed, we need not also decide whether husband, having no
license to practice dentistry, is prohibited by law from possessing an ownership interest in the
dental practice.
4 Wife nonetheless attempts to distinguish Kowalesky by emphasizing our holding in that case was
not made in the context of matrimonial arbitration, but she does not explain the significance of the
distinction, nor does it appear to us particularly compelling. Wife is correct to point out that the
different procedural postures of Kowalesky and this case necessitate different standards of review;
however, we are unable to see how an error identified under the clear error standard used in
Kowalesky would not also be erroneous under the more demanding standard applicable to review
of a domestic arbitration award.
5 Goodwill is defined as “[a] business’s reputation, patronage, and other intangible assets that are
considered when appraising the business, [especially] for purchase; the ability to earn income in
excess of the income that would be expected from the business as a mere collection of assets.”
Black's Law Dictionary (9th ed. 2009).

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concern.” Id. Although Kowalesky did not define “going-concern value,” Michigan courts have
treated the term as synonymous with goodwill value. See Wayne County v William G Britton and
Virginia M Briton Trust, 454 Mich 608, 625 n 3; 563 NW2d 674 (1997) (noting that the defendants
did not claim the taking at issue included “the ‘going concern value’ of their company, i.e., the
company’s goodwill”); City of Lansing v Wery, 68 Mich App 158, 164; 242 NW2d 51 (1976)
(noting that “it is entirely sound to refuse to award as a separate element of damages anything for
loss of going-concern value or goodwill”). See also In re Edward J. Jeffries Homes Housing
Project, City of Detroit, 306 Mich 638, 651; 11 NW2d 272 (1943) (“The loss of good will is not
an element of compensation where the business is not taken for use as a going concern.”). The
holding in Kowaleski is consistent with this practice, insofar as the error at issue was the trial
court’s failure to account for the full goodwill value of the practice and, as a consequence, failure
to value the practice as a going concern. Kowalesky, 148 Mich App at 157.
The record does not support the conclusion that Brite was sold as if it were going out of
business. Indeed, the expert valuation the arbitrator relied on expressly factored goodwill into its
valuation of Modern because goodwill “was the main value used in the purchase price for Brite in
2019.” As a consequence, husband has failed to identify a legal error apparent on the face of the
award with respect to the arbitrator’s valuation of Modern.6
III. CONCLUSION
Husband has not identified a legal error apparent on the face of the arbitrator’s award with
respect to his premarital contributions to the practice, the existence of a contract between the
parties, or the arbitrator’s valuation of Modern. We affirm.
/s/ Adrienne N. Young
/s/ Stephen L. Borrello
/s/ Christopher M. Trebilcock
6 Husband’s argument that the arbitrator erred by failing to account for wife’s “manipulation” of
the practice’s value through a unilateral salary increase for herself is without merit. The arbitrator
found that “the testimony of the experts is not consistent with depletion of assets or income of the
company.” This factual finding is outside the scope of our review. TSP Servs v National-Standard,
LLC, 329 Mich App 615, 620; 944 NW2d 148 (2019).

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