Mills Siding and Roofing LLC v. Margie Rosario

If this opinion indicates that it is “FOR PUBLICATION,” it is subject to

revision until final publication in the Michigan Appeals Reports.

STATE OF MICHIGAN

COURT OF APPEALS

MILLS SIDING AND ROOFING, LLC, FOR PUBLICATION

June 22, 2026

Plaintiff-Appellant, 9:20 AM

v No. 372914

Kalamazoo Circuit Court

MARGIE ROSARIO and ANGEL ROSARIO, LC No. 2024-000192-AV

Defendants-Appellees.

Before: CAMERON, P.J., and KOROBKIN and BAZZI, JJ.

KOROBKIN, J. (dissenting).

I respectfully dissent. I would hold that the transaction in question was subject to, and

violated, the Home Solicitation Sales Act (HSSA), MCL 445.111 et seq., thereby rendering the

contract unenforceable. Accordingly, the circuit court did not err by reversing the district court’s

order, and I would affirm.

The HSSA is a consumer-protection statute that “prescribe[s] the rights and duties of

parties to home solicitation sales[.]” 1972 PA 227, title. As stated in the majority opinion, the

HSSA defines a home solicitation sale as

a sale of goods or services of more than $25.00 in which the seller or a person acting

for the seller engages in a personal, telephonic, or written solicitation of the sale,

the solicitation is received by the buyer at a residence of the buyer, and the buyer’s

agreement or offer to purchase is there given to the seller or a person acting for the

seller. [MCL 445.111(a) (emphasis added).]

In this case, plaintiff’s central argument is that the statute’s phrase “there given,” id., means

that for the HSSA to apply, the buyer must agree or offer to purchase the goods or services at the

time of the solicitation, not just the place. Margie1 did not sign the contract in question when

plaintiff’s door knocker initially appeared at her house. Therefore, plaintiff argues, Margie’s

1

Because defendants share a last name, I refer to Margie Rosario by her first name.

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agreement was not “there given” within the meaning of the HSSA, so the HSSA does not govern

the transaction.

I disagree. As explained below, I would not hold that the HSSA ceased to apply due to the

break in time between the seller’s solicitation and the buyer’s agreement. Margie was solicited at

her home, was presented with the contract at her home, signed the contract at her home, and

returned the contract to plaintiff’s sales associate at her home. I would therefore hold that her

agreement was “there given” within the meaning of the HSSA.

As required in matters of statutory interpretation, my analysis begins with the text of the

statute, which in my view does not support plaintiff’s interpretation. “Unless defined in the statute,

every word or phrase of a statute will be ascribed its plain and ordinary meaning.” Robertson v

DaimlerChrysler Corp, 465 Mich 732, 748; 641 NW2d 567 (2002). “The Legislature is presumed

to have intended the meaning it has plainly expressed, and if the expressed language is clear,

judicial construction is not permitted and the statute must be enforced as written.” Id. The word

“there” is plainly and ordinarily associated with location rather than time. See Merriam-Webster’s

Collegiate Dictionary (11th ed) (defining “there” as “in or at that place”) (emphasis added). Had

the Legislature intended to require contemporaneity between the solicitation and the sale for the

HSSA to apply, it could have easily used the phrase “there and then given” (or “then and there

given”) to express that intent. The fact that the statute uses only the word “there” indicates that

the Legislature intended to require that the solicitation and the sale occur at the same location (i.e.,

the buyer’s residence) but not necessarily at the same time.

Moving beyond the statutory text, plaintiff argues that its interpretation of the statute is

required by this Court’s decision in Patrick v US Tangible Investment Corp, 234 Mich App 541;

595 NW2d 162 (1999). It is true that at one point the opinion in that case says, “Plaintiffs’ contracts

were not signed in the home at the time the sales presentation was given. In fact, the contracts

were not signed until the following month.” Patrick, 234 Mich App at 545. Thus, the Court in

Patrick did remark upon the passage of time between the solicitation and the sale. But the opinion

then goes on to state: “Because the purchase agreement was not there given at the place of the

sales presentation, the transaction is outside the scope of the act.” Id. at 547 (bold emphasis

added). I consider the Court’s use of the word “[b]ecause” in that sentence to be important,

indicating that it is the dispositive reason for the Court’s decision rather than merely an

observation. Distinguishing in this way between Patrick’s dicta and its holding,2 and especially

given that the word “there” is plainly and ordinarily associated with location rather than time, I

would decline to hold that Patrick requires contemporaneity for the HSSA to apply.

But even if plaintiff’s interpretation of the statute and of Patrick were correct, a key premise

of plaintiff’s argument is that its door knocker’s initial visit to defendants’ home was the

“solicitation” in this case. Although I agree that the door knocker’s visit was a solicitation, it was

not the only one. When plaintiff’s sales associate returned to defendants’ home, he personally

solicited Margie’s agreement to the roof-replacement sale by presenting her with a written

agreement for her signature. Margie signed the contract at that time and place. Therefore, even

2

Dicta is not binding precedent under MCR 7.215(C)(2). Hudson v Dep’t of Corrections, ___

Mich App ___, ___; ___ NW3d ___ (2025) (Docket No. 367902); slip op at 5.

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under plaintiff’s interpretation of the HSSA and Patrick, Margie’s “agreement . . . to purchase”

was “there given.” MCL 445.111(a).

Plaintiff resists this conclusion by arguing that the HSSA would still not apply because

Margie herself contacted plaintiff after defendants’ insurance company approved their claim. This,

plaintiff argues, puts defendants in a position analogous to the consumers in Brown v Jacob, 183

Mich App 387; 454 NW2d 226 (1990), rev’d 439 Mich 865 (1991), as well as Patrick, who were

deemed not to be protected by the HSSA because they were solely responsible for initiating the

disputed transactions.

Again, I disagree; the buyers’ circumstances in Brown and Patrick were significantly

different. In Brown, the controlling opinion3 highlighted the fact that the buyer “sought out the . . .

contractor without any solicitation from the [contractor]” and “clearly initiated and controlled the

negotiation process.” Brown, 183 Mich App at 395 (GRIFFIN, J., dissenting) (emphasis added).

Similarly, in Patrick, this Court reasoned that the seller’s “actions were not solicitations inasmuch

as [the seller] was responding to [the buyer’s] inquiries,” which “constitute[d] the same affirmative

actions as those of the . . . buyer in Brown.” Patrick, 234 Mich App at 547 (emphasis added). In

this case, by contrast, it cannot be said that defendants “sought out” plaintiff “without any

solicitation,” nor did they “clearly initiate[] . . . the negotiation process” or take “the same

affirmative actions” as those of the buyer in Brown. Rather, unlike in Brown and Patrick,

plaintiff’s door knocker personally initiated contact with Margie at her home, so plaintiff was not

merely “responding to [defendants’] inquiries.” Brown and Patrick, in which the buyers initiated

contact, are therefore not controlling.

Plaintiff also argues that defendants’ position is incompatible with the “purpose” of the

HSSA, which is to protect vulnerable consumers from high-pressure sales tactics at the home. See

Patrick, 234 Mich App at 546-547 (discussing the “spirit and purpose” of the HSSA). In my view,

that legislative purpose would indeed be advanced by enforcing the HSSA here. Again, plaintiff

sent a door knocker to defendants’ home uninvited. Margie was later presented with a roof-

replacement contract containing terms that she presumably saw for the first time when it was

handed to her. She was at home, plaintiff’s sales associate personally presented her with the

contract, and she signed it then and there, in his presence. Yet the contract did not comply with

the consumer-protection notice requirements of the HSSA. In my opinion, and contrary to

plaintiff’s argument, denying defendants the benefits of the HSSA under these circumstances

thwarts its purpose.

Lastly, plaintiff argues that the circuit court gave undue weight to a Pennsylvania appellate

court decision interpreting and applying a Pennsylvania consumer-protection statute that contains

different statutory language. See Burke v Yingling, 446 Pa Super 16, 21; 666 A2d 288 (1995). I

agree with plaintiff that it is unnecessary to consult a Pennsylvania law that uses different statutory

language from Michigan’s HSSA. “However, this Court does not reverse a lower court’s decision

3

As discussed by the majority, in Brown our Supreme Court entered a peremptory order reversing

the judgment of this Court “for the reasons stated in the dissenting opinion . . . .” Brown, 439 Mich

at 865. The Supreme Court’s order in Brown, and its incorporation of the Brown dissent, is binding

precedent. See DeFrain v State Farm Mut Auto Ins Co, 491 Mich 359, 369; 817 NW2d 504 (2012).

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where it reached the right result for a wrong reason.” Hawkins v Dep’t of Corrections, 219 Mich

App 523, 528-529; 557 NW2d 138 (1996). Our review is de novo, and for the reasons stated above

I agree with the outcome of the circuit court’s decision, which was to reverse the district court’s

order denying defendants’ motion for a directed verdict and remand for dismissal of plaintiff’s

complaint.

In sum, I would hold that Margie’s agreement was “there given” within the meaning of the

HSSA. The district court was therefore required to dismiss plaintiff’s suit, so I would affirm the

circuit court’s order reversing the district court’s decision. Accordingly, I respectfully dissent.

/s/ Daniel S. Korobkin

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