Calling the Next Generation of Leaders.

March 22, 2018 Leave a comment

Good morning and Happy Thursday! It is a beautiful morning in downtown Grand Rapids!



Yesterday was the annual meeting of the Trustees of Mel Trotter Ministries. It was one year ago that my term ended as Board Chair.

Last year I shared my reflections on this experience.

One of my great joys during this time was seeing the launch of Mel Trotter Ministries 2020 Strategic Plan.  Check it out to see some exciting things we see in the near future for MTM.



Detroit Nonprofit Day

Today,  I was reading about an upcoming event called Detroit Non-Profit Day

This is a one day conference in April devoted to preparing non-profits for financial and sustainable growth.

Reflecting on Detroit NonProfit Day and  my experience at Mel Trotter as well as serving other nonprofits, got me thinking on nonprofit sustainability and prompted me to write this post.

This is an issue that all non-profits need to address:

how are non-profits going to stay viable in the future?


However, the issue I wanted to address in this post is sustainability in leadership.


My Call to Next Generation Leaders. We Need You.

I can appreciate the anxieties that many service-minded folks can experience when faced with volunteer/board service. Particularly the next generation/millennials.

Many feel inadequate and inexperienced.

I had a conversation recently with a friend – we serve on a committee together where the rest of the people around the table are successful influencers and leaders in the business community. My friend made the comment to me that “one of these things is not like the other.” He was pointing out the obvious – we, in both our minds,  stuck out like a sore thumb because our relative young age.

Simply put, when you are younger and sitting around a table full of gray-haired folks who have achieved much more than you, it is easy to let insecurity or doubt slip in.

This insecurity can be a road block for many in putting themselves out there for service.

If that’s you – here’s my call to you:

What you are experiencing is normal.

But get over it.

Fight through the temptation to be passive. Be bold and reach out to the organization that fits your passions.

Don’t do it for yourself – do it for the cause that you care about.

Because whether the organization acknowledges it or not – they need you.

They need your perspective, and they need you to get involved to gain experience and develop institutional knowledge in how their nonprofit works.

You only learn the strengths and the gaps of an organization by spending time in that organization in active service.


Here’s a selfish plug for Mel Trotter Ministries – interested in learning more about ways to serve or connect with the leadership? Join me for lunch.

At Mel Trotter Ministries, we are always looking for volunteers. We need people who have a heart for the hungry, homeless and hurting in West Michigan.  As we seek to end homelessness in West Michigan, one life at a time, it is a large task and we cannot do it alone.


This is my call to everyone, but particularly our next generation of leaders – millennials and beyond.

Ask yourself:


How can I serve?




Millennials – I’m reminded of the Bible – 1 Timothy 4:12 –

Don’t let anyone look down on you because you are young, but set an example for the believers

The fact remains – the millennial and younger generations are our future leaders.

Now is the perfect time to get plugged into one of the many opportunities to serve and lead.

Please take this as your personal invitation from me –

Take the initiative.

Get engaged.

Just show up.



Twitter: @JeshuaTLauka


Business Law Update: Michigan Bill Would Prohibit Non-Disparagement Clauses with Consumers.

I’m not going to sugar coat it – it is a gray day in downtown Grand Rapids.

I had lunch with a friend today, who told me – he can’t stand it when in response to the question “how are you doing” someone gives a pat answer – “good”.



I agree.

I appreciate authenticity.

And today, is gray, and somewhat depressing and I am a little down.

Yesterday, I attended the funeral of a friend and fellow attorney who died suddenly. I am grieving and in prayer for Adam’s family, including his wife, two small children and his brother and parents.




Ok, enough authenticity, and on to the subject matter of this post…


I previously wrote about an interesting article published by the ABAJournal.

The article presents interesting questions that come up in business transactions:

when faced with entering a business relationship should you enter into a non-disclosure agreement? (NDA)

What about if the NDA contains a Non-Disparagement Clause?

What is Disparagement?

Michigan courts have held that “disparagement” is plain in its meaning. It is not ambiguous. Therefore, when signing a non-disparagement clause you can have some reasonable certainty in your conduct.

Disparage – as you will see below – has a fairly common meaning


‘Disparagement’ is ‘a false and injurious statement that discredits or detracts from the reputation of another’s property, product, or business.’ Black’s Law Dictionary (7th ed. 1999).

stated another way:

(1) To speak of in a slighting or disrespectful way; belittle.

(2) To reduce esteem or rank.’ . . . American Heritage Dictionary (4th Ed. 2000)


Non-Disparagement Clauses in Contracts with Consumers


Recently the Federal government passed a law holding that such non-disparagement provisions in contracts are unenforceable under Federal law

California has had such a law in place since 2016.


It is one thing if two sophisticated business parties are negotiating a business relationship, but should consumers have specific protections concerning Non-Disparagement Clauses?


At least one Michigan lawmaker thinks so.

Michigan House Bill 5193

On October 31, 2017, HB 5193 was introduced to amend the Michigan Consumer Protection Act (“MCPA”).

“The MCPA provides protection to Michigan’s consumers by prohibiting various methods, acts, and practices in trade or commerce.” Slobin v. Henry Ford Health Care, 469 Mich. 211, 215; 666 NW2d 632 (2003).

The Amendment would prohibit anyone engaged in Trade or Commerce from including in a contract with a consumer for the sale of lease or sale of consumer goods:





Of note, under this Bill businesses would still be permitted to include provisions that protect its proprietary information.


I understand the intent of this provision. However, it hasn’t made any progress in committee. I will keep you posted on any development.



Questions?  Comments?


Twitter: @JeshuaTLauka

Business Law Update: Michigan LLCs Filing with LARA: Pardon the Delays and Thank you for your Patience.

February 22, 2018 Leave a comment

Happy Thursday, all! I took this photo earlier today – the sun is out in downtown Grand Rapids, Michigan and people are enjoying  the ice rink at Rosa Parks Circle.


Last week I posted about an update I received from the Michigan Department of Licensing and Regulatory Affairs (“LARA”) extending the deadline to file annual statements and reports for LLCs and PLLCs to March 1, 2018.

Annual Statements are Due on February 15th each year, “however, due to increased demand for pre-assigned Customer ID Number (CID) and PIN information, an automatic 14-day extension will be granted.


In my post I also mentioned that I wasn’t surprised at the filing extension, given the fact that my experience with LARA lately has been frustrating to say the least. My clients have been experiencing serious delays in returned filings from LARA.


Today, I received an update from LARA’s Director Julia Dale, thanking me, and other system users for our patience in the delays that we have been experiencing.

In part, Director Dale acknowledged that:

“The Corporations Division serves more than 800,000 customers doing business in Michigan and reviews more than 240,000 documents and 640,000 annual reports each year…For the last two years…LARA worked diligently to bring the agency’s aging Corporations database into the modem era by completely replacing the outdated server-based technology with a new web-based system… The database was unstable, utilized unsupported technology and the fax-based filing system had become a burden for customers and staff.”


I am glad that my reasonable frustrations are being acknowledged by LARA. Thank you, Director Dale.


Many of my clients, (real estate investors, small business owners, entrepreneurs, etc..) rely on quick turn around for corporate filings. The fact that LARA’s e-filing system has not been reliable has been troubling for my clients – and therefore troubling to me.


I forewarn all clients who are looking for new entity filings that they should expect to experience delays.

If the particular filing is time sensitive, you have a deal closing soon and need an entity prepared ASAP, then you may want to consider paying extra to the State for expedited processing.


Questions? Comments?


Twitter: @JeshuaTLauka

Michigan Limited Liability Companies: LARA extends 2018 Annual Statement Filing Deadline to March 1. Stay in Good Standing and Maintain your Corporate Formalities.

February 15, 2018 1 comment

It is the middle of the dreary season – February 15th. Not too long and I, like many folks in West Michigan with school-aged kids will be heading to Florida for Spring Break.

2017-04-09 21.33.41

This is a photo I took last year – sunnier days ahead.

Anyway, on to the point of this post:


Today I received an e-mail from The Michigan Department of Licensing and Regulatory Affairs(“LARA”) reminding that all annual statements and reports for LLCs and PLLCs are due March 1, 2018.





Annual Statements are Due on February 15th each year, “however, due to increased demand for pre-assigned Customer ID Number (CID) and PIN information, an automatic 14-day extension will be granted.


As a practical note, if you are experiencing delay in receiving filings from LARA – just know that LARA has recently transition to an electronic filing system – and disposing of the fax filing.

All things considered, I am not surprised at the extension, and it is good news.


Per LARA’s announcement:

“Annual statements and reports can be submitted online at The first step to submit annual statements and reports online is to login to the system with the entity’s CID and PIN. If you have forgotten the CID or PIN, please contact the Corporations Division at or call (517) 241-6470 to obtain that information. Please do not send multiple email requests for CID/PIN numbers, as this will slow processing time.”

For more information about LARA, please visit



Consequences for Failing to File:

LARA also reminds that:

“Section 909(2) of the Michigan Limited Liability Company Act, 1993 PA 23, provides that if a domestic or foreign professional limited liability company does not file the annual report by February 15, then in addition to its liability for the fee, a $50.00 penalty is added to the fee.”

“Penalties will be assessed for 2018 annual reports received after March 1, 2018.”

Further LARA reports that, an LLC that “fails to file its annual statement/report or the filing fee is not paid for two years, the limited liability company will not be in good standing.  The status of the limited liability company will be “active, but not in good standing.”

“A limited liability company that is not in good standing is not entitled to a certificate of good standing; its company name will be available for use by another entity, and no document will be filed on behalf of the company other than a certificate of restoration.”


Is your LLC in Good Standing?

Occasionally I will have a business client come in and I will ask – just to make sure – “is your business still in good standing?”

The common answer is “I think so.”

And of course, after I perform a quick internet check with the State of Michigan it is all too common that I discover that either the LLC is “not in good standing” or worse, the company has been dissolved automatically for failure to file annual statements.

A Word on Resident Agents:

My law firm is happy to provide our business clients with resident agent services. One of the benefits of an LLC is that it provides its owners a level of privacy protection.


You can check out a recent ABAJournal Article on how a Court is making Jared Kushner’s real estate partners disclose their identity.


Michigan law requires Limited Liability Companies to have appointed a Resident Agent.

MCL 450.4207(1)(b) requires an LLC to have a resident agent. A person, or business with a physical presence in the State of Michigan.

Michigan law does not require that an “owner” of the LLC be the resident agent.

“The resident agent appointed by a limited liability company is an agent of the company upon whom any process, notice, or demand required or permitted by law to be served upon the company may be served.” MCL 450.4207(1)(b).

Many of my real estate investment clients will utilize my law firm as resident agent when filing their articles of organization with the State of Michigan.

In Conclusion:

Business owners, if you get these annual statements from the State of Michigan, or from your attorney – do not disregard them! Maintain your Corporate Formalities.

Questions? Comments?


Twitter: @JeshuaTLauka

Business Law Basics: A 5 Million Dollar Comma

February 13, 2018 Leave a comment

Today in downtown Grand Rapids is the “World of Winter Festival” where Downtown Grand Rapids, Inc.  provides a “Snow Globe” experience. Very colorful.  A lot of fun downtown.



Rosa Parks Circle, Grand Rapids, Michigan


Today I read an article posted by the ABAJournal that illustrates the profound impact on word and grammar usage in contracts and legislation.

As the ABAJournal reported:

“A dairy company in Maine has agreed to pay $5 million to its drivers after a federal appeals court last year found ambiguity in a state overtime law because it lacked an Oxford comma.”

The ABA Journal reported in its story last year Oxford comma issue benefits drivers in overtime case:


Ambiguity caused by lack of a comma in a law on overtime pay has benefited Maine dairy delivery drivers.”

“The Boston-based 1st U.S. Circuit Court of Appeals pointed out the issue in the first sentence of its March 13 decision(PDF). ‘For want of a comma, we have this case,” the court said in an opinion by Judge David Barron.

Because the statute was ambiguous, it should be interpreted in favor of the dairy workers who distribute milk but do not pack it, the appeals court found.


As a result – a 5 Million Dollar  Comma.



A few years back I wrote about how the words used in a contract dispute significantly impacted the rights and obligations in a business dispute, based upon the Michigan Supreme Court’s interpretation.

The Michigan Supreme Court made a distinction between the inclusion of the word “in” in a Title Company’s Closing Protection Letter in a prior case, and the “exclusion” of the word “in” in that instant case. In the Court’s determination:

“Although the distinction is slight—the only difference is the word “in”—the distinction is legally significant.”

Words Matter.


Twitter: @JeshuaTLauka

Business Law Update: Recent Court Case On Sour Business Relationships and Arbitration Clauses

February 12, 2018 Leave a comment

Good afternoon, all! The sun was beautiful this morning rising over downtown Grand Rapids.


IMG_2144Today I read a recent unpublished Court of Appeals decision that originated out of Kalamazoo County, Michigan –

The case: Elluru v Great Lakes Plastic, Reconstructive, and Hand Surgery PC


A summary of the Facts:

  • Plaintiff Elluru and defendant Holley practiced medicine together in  the Company.
  • Holley served as president and Elluru as secretary.
  • They entered into employment agreements with the Company.
  • The agreements provided for termination by the Company for cause upon written notice or without cause upon 90 days’ written notice.
  • They also executed a Stock Redemption Agreement that provided that a shareholder must sell his shares to the Company if he voluntarily terminated his employment  or if the Company discharged his employment with or without cause.  See Elluru , page 1.

Then the business relationship took a turn for the worse…

  • In 2015, Elluru began to express his desire to dissolve the Company.
  • Elluru called for special meetings of the shareholders to discuss his proposals for dissolution.
  • Holley disagreed with the plan to dissolve the corporation.
  • Instead, on December 7, 2015, Holley sent a letter to Elluru that he had terminated Elluru’s employment with the Company.
  • Elluru also was notified that, pursuant to the Stock Redemption Agreement, his shares were being acquired by the Company.
  • Elluru was further notified that, because he was no longer employed by the Company, he was also terminated as an officer and director of the Company.
  • The letter also reminded Elluru that he was subject to a non-compete agreement. Id, Page 1-2.

Not completely unexpected, Elluru sued Holley and Company and asked the Court to:  A. Dissolve the Corporation and B. Set Aside his Termination.

Holley and the Company filed a motion to compel Elluru to Arbitration pursuant to an arbitration clause in the parties’ employment contract. Id. Page 2.

Holley argued that “the employment agreement required that the claims be submitted to arbitration. Holley argued that “arbitration was required because all of the claims arose out of the employment agreement.” Id.

The Circuit Court denied Holley’s motion. Holley appealed.

The Court of Appeals was presented with this issue:

“whether the issue of arbitrability should have been decided by the trial court or by the arbitrator.” Id.


About Arbitration Clauses…


Michigan law favors upholding arbitration clauses in contracts.

Under Michigan law, arbitration clauses are to be liberally construed with any doubts to be resolved in favor of arbitration. Amtower v William C. Roney & Co., 232 Mich App 226,233 (1998).



In this case, the Court noted that:

The Uniform Arbitration Act, MCL 691.1681 et seq…provides that, where there is an agreement to arbitrate, a trial court must order the parties to arbitrate unless the court determines that there is no enforceable arbitration agreement. The Act further provides that it is for the court in the first instance to determine arbitrability…” Id. (my emphasis).

There is an exception to the rule that the Court determines arbitrability… 

The parties contractually agreed to delegate to the arbitrator the question of arbitrability. Id. Citing Rent-A-Center, West, Inc v Jackson, 561 US 63, 69 n 1; 130 S Ct 2772; 177 L Ed 2d 403 (2010).

In the instant case – the Court looked at the Employment Agreement:

“In paragraph 10 of the employment agreement, the parties agreed that ‘[a]ny controversy or claim arising out of or related to . . . this Employment Agreement . . . shall
be settled by arbitration . . . in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association . . . .’ Those rules provide that the “arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement.'” Id. Page 3.


The Court of Appeals agreed with Holley:  “that this matter should have been submitted to arbitration and that the trial court should have held the claims in abeyance pending the outcome of arbitration.” Id. page 2.



Lessons and General Arbitration Considerations:

1. Arbitration Clauses are favored. A Court generally decides whether the clause is enforceable, and whether or not the matters are arbitrable.” However, the parties’ can contract to allow the issue of arbitrability to be decided by the arbitrator.

2. This brings up a general point – the parties could have negotiated differently in their employment and shareholder agreements before signing. “Freedom of Contract.

3. Arbitration clauses have the benefit that they are usually most cost-effective, quick, and they are private (as opposed to court cases which are public filings).

4. Where is the Other Party located? For a client who engages in business over state lines, an arbitration clause might not be effective if you are trying to quickly collect a debt owed.  Instead, you  might want a “Jurisdiction and Venue Selection Clause

This clause would include language indicating that no matter where the dispute occurred, the contract will be interpreted under Michigan law, and the parties agree that any dispute shall only be resolved in _______ County (Typically,  Kent County, Michigan, for my clients.) Therefore, if your contract contains a jurisdiction and forum selection clause, and you are owed money by a company in Florida, you would not need to retain a Florida attorney to try and collect.

5. Arbitration may be a gamble.

Businesses should realize that if you elect to arbitrate a matter and you do not like what the arbitrator finds – your rights to appeal may be severely limited.

Questions? Comments?


Twitter: @JeshuaTLauka

Lessons from Court: Real Estate Investors combating the Affordable Housing Crisis

February 1, 2018 Leave a comment

I took this photo this morning. Even when its cold outside, there is just something about the morning sun rising over Grand Rapids that gets me excited.



Wearing Multiple Hats.

Life is complicated when we wear multiple hats. I’ve written about the multiple hats I wear.

We all wear multiple hats. For example – I am a Christ Follower, a husband, a father, an attorney, a (recent) church elder, a volunteer, a mentor, etc…


The two roles that I find colliding most often are as follows:


Hat 1. I am an attorney representing business owners including real estate investors.

Hat 2. I am the past-board Chair at Mel Trotter Ministries – and am committed to ending homelessness, one life at a time.


Two Universes colliding

My two universes often collide and bring me right into the middle of a thick tension. That tension is highlighted by a scenario I often find myself in, such as the one a few days ago.


Recently I walked into the courthouse with a relatively simple task: obtain a Judgment for my client.


My client, real estate investor, recently purchased property that had an existing holdover tenant. This tenant had not paid any rent in months.


The complicating factor that I discovered when I met the tenant outside the courtroom:

the tenant was a single woman with young children, with no place to go.


These are the situations that law school doesn’t prepare you for.

How do I advise my client in this situation?


An Affordable Housing Crisis.

I just read an article today from Nick Manes at MIBiz on how in Grand Rapids there is still a Strong Demand for rental real estate.

This article is one of many constant reminders that it is hard to find housing in Grand Rapids, even if you can afford it.

The young lady I met at court, and others similarly situated, could very well find herself homeless.

I am thankful for places like Mel Trotter Ministries where in 2017 over 400 individuals found housing.



Three Examples of Real Estate Investors being part of the Solution.

I am thankful for those who are willing to work with tenants. In the case above, my client agreed to provide additional time for the tenant to find other housing.

See here for my article on the Eviction Prevention Program – a program implemented last month intended to address the affordable housing crisis in Grand Rapids.


Another client scenario comes to mind. This particular client is a well-to-do business owner with a big heart, and entered into the residential real estate rental industry truly to be part of the solution – to provide affordable housing to those in need without gouging those on a fixed budget – even though the market would allow my client to charge higher rent.

This is social entrepreneurship at its finest!

However, in this particular client’s case, my client was “too nice”. He was taken advantage of by a tenant.  In the end, I believe the Landlord’s generosity actually did a disservice to the Tenant by allowing the Tenant to stay months in the property without paying. Certainly the tenant wasn’t helping the landlord by failing to make any efforts to pay.

Many of my clients can’t afford not to receive regular rent. They rely on the rent to pay the mortgage.

This is why it is often said that the affordable housing crisis is complicated.


I also think of the private investor who decided last year to work with Mel Trotter Ministries to house and case manage homeless youth – to get them into their own stable housing. This investor knows that he could get more profit on this rental, but is willing to take less money in hopes of changing the lives of homeless male youths.



A Lesson from these 3 Real Estate Investors….

There are no easy answers here. But what I appreciate about all three of the investors I mentioned above, is that they were all committed to “do something” – maybe somewhat awkwardly at times, maybe with mixed results, but their hearts were in the right place and they all did something to be part of the solution to transforming lives out of homelessness. They were committed to making their community better.


Are we willing to step up and be part of the solution, in some capacity?

We can’t do everything, but we can all do something.


How are we working to build a better community?



Twitter: @JeshuaTLauka