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The court affirmed the trial court's dismissal of plaintiff's breach of contract claim and reversed the denial of defendant's motion for summary disposition of plaintiff's remaining claims.

Defendant argued that the trial court should have dismissed plaintiff's remaining claims-unjust enrichment, implied contract/quasi-contract, fraud, and breach of fiduciary duty-under MCR 2.116(C)(10) because of the express terms of the LCC operating agreement. The court agreed. The parties disagreed as to whether certain payments made were capital contributions either under the LLC operating agreement or under the MLLA. The court held that "plaintiff's breach of contract claim was an attempt to circumvent the plain language of the LLC operating agreement, which restricted plaintiff's remedy to reallocation of the member's sharing ratios. Paragraph 10.4 of the LLC operating agreement expressly provides that it supersedes any other agreement between the parties, which includes the purported oral agreement between plaintiff and defendant regarding payment of the costs and expenses related to the development of" the condo project (Wynridge). "Paragraph 10.6 provides that to be valid, any change in the LLC operating agreement must be 'in writing and signed by all of the parties to' the LLC operating agreement." The court will not imply a contract if the parties, as here, have an express agreement covering the same subject matter. "Plaintiff's argument that the payments he made to continue the development of the property were not capital contributions because the parties did not maintain individual records of capital accounts is unavailing. Regardless of whether the parties complied with the terms of the LLC operating agreement by maintaining records of any contributions of the parties, the LLC operating agreement expressly states that it is the only agreement between the parties, and that it supersedes any other agreement purportedly related to the sharing of the Wynridge development costs and expenses." The trial court properly applied the express terms of the LLC operating agreement and dismissed plaintiff's claim for breach of an alleged oral agreement. The court also held that MCL 450.4302 required dismissal of plaintiff's remaining claims. 

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