Court Of Appeals Confirms 6-Year Statute Of Limitations Applies To Equitable Shareholder Oppression Claims Under Michigan Business Corporations Act

On June 12, 2026, the Michigan Court of Appeals issued a published opinion in Turner v. J & J Slavik, Inc., No. 370564, resolving a question with no prior binding authority: which statute of limitations applies to claims for equitable relief in shareholder oppression claims brought under Section 489 of the Business Corporations Act (BCA)? The answer is six years.

Background

Section 489 of the BCA lets a shareholder sue when directors or those in control of a corporation act illegally, fraudulently, or in a willfully unfair and oppressive manner. Subsections (a) through (e) provide for equitable remedies — dissolution, injunctions, forced buyouts, and similar relief. Subsection (f) separately allows for money damages and is the only subsection with its own limitations period: three years from accrual or two years from discovery, whichever is first. The Legislature added that shortened period in 2001, but said nothing about the timeline for equitable claims. Until now, no binding authority had answered whether the shorter period in subsection (f), dealing with money damages, also applied to subsections (a) through (e), dealing solely with claims for equitable relief.

The Court of Appeals’ Holding

The Court of Appeals held that the six-year residual limitations period under MCL 600.5813 governs equitable claims under subsections (a) through (e). The shorter period in subsection (f) applies only to damages. The Court’s reasoning was straightforward: the Legislature put a limitations period in subsection (f) and nowhere else, and courts presume that kind of choice is intentional. The Court also relied on the Michigan Supreme Court’s recognition in Madugula v. Taub, 496 Mich. 685 (2014), that relief under subsections (a) through (e) — including a forced buyout — is equitable in nature, even though it results in a payment of money.

Takeaway

For years, defendants in shareholder oppression cases have argued that the shorter limitations period in subsection (f) bars equitable claims — including forced buyouts — that fall outside of subsection (f)’s limitations period. That argument is now off the table. Shareholders seeking equitable relief have a full six years, and practitioners on both sides of these disputes need to plan accordingly.

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