Business litigation often ends not with a trial, but with a settlement agreement intended to finally resolve the parties’ disputes. Yet in closely held businesses, ownership disputes, asset transfers, refinancing transactions, and other complex commercial matters, signing the settlement may only be the beginning of the process. A settlement can require months of additional performance, including refinancing loans, producing financial records, paying outstanding obligations, transferring assets, resolving liens, accounting for revenue, and coordinating a closing. When one side does not perform those obligations, the parties can find themselves back in court litigating not the original dispute, but the settlement that was supposed to end it.
The Michigan Court of Appeals’ September 17, 2026 decision in Szecsku v Mills provides a useful illustration of that problem. ¹ The case arose from a dispute concerning Metro Detroit Media Outdoors, LLC (“MDM”), a business that owned and operated outdoor advertising billboards, including a billboard on Telegraph Road in Redford, Michigan. After years of litigation concerning the ownership and operation of the company, the parties entered into a settlement agreement that contemplated a substantial refinancing and transfer of the business. Instead of ending the controversy, however, disagreements about outstanding rent, financial records, refinancing, advertising revenue, and the sequencing of the parties’ obligations resulted in additional motions, enforcement orders, contempt-related relief, and ultimately an appeal.
Szecsku is an unpublished decision. Under MCR 7.215(C)(1), an unpublished Michigan Court of Appeals opinion is not precedentially binding, and unpublished decisions generally should not be cited for propositions of law when published authority addresses the same proposition.² Accordingly, Szecsku is best viewed not as establishing new Michigan law, but as a recent example of how established Michigan contract principles can operate when parties attempt to implement a complicated business settlement. The decision carries particularly useful lessons for Michigan business owners and litigators because it demonstrates how unresolved financial obligations and incomplete financial information can interfere with a negotiated closing and turn a settlement agreement into another substantial phase of litigation.
According to the Court of Appeals, Alexander Szecsku maintained that he and David Mills had verbally agreed in 2013 to operate MDM together. MDM owned and operated two outdoor advertising billboards, one located on Telegraph Road in Redford and another located in Howell. The company owned the property associated with the Howell billboard, while the Redford billboard was situated on property owned by Cedan Holdings, LLC and leased to MDM.
The Redford lease was important to the later settlement dispute because rent was not simply a fixed annual amount. The lease required annual rent equal to the greater of $6,000 or twenty percent of the total gross advertising revenue earned from the premises during the year. For several years, however, Cedan Holdings allegedly did not receive the gross-revenue information it needed to calculate the percentage-based rent. As a consequence, the amount of rent ultimately owed became intertwined with the parties’ ability to determine whether MDM could be transferred without outstanding business debt.
The underlying relationship deteriorated substantially. In 2019, Mills and MDM entered into an agreement with Michael Thompson and Great Lakes Media, LLC (“GLM”), authorizing GLM to sell advertising on the billboards. Later that year, Szecsku was served with a cease-and-desist letter and lost access to the billboards. Szecsku filed suit in Wayne County Circuit Court in August 2019. His claims included disputes concerning his ownership interest, control of the business, an accounting, and damages.
After extensive discovery and several years of litigation, the parties entered into a confidential settlement agreement in December 2022. That agreement was designed to bring the ownership dispute to an end through a structured transaction. The problem was that the transaction required multiple obligations to occur in a coordinated manner.
Michigan law treats a settlement agreement as a binding contract. ³ That principle may sound straightforward, but its practical importance is substantial. Once parties resolve litigation through an enforceable settlement, the settlement itself defines their future rights and obligations. The parties are no longer dealing only with the contracts, fiduciary duties, ownership rights, or other substantive claims that produced the original lawsuit. They have entered into a new contractual relationship governing how the dispute will be resolved.
That distinction becomes especially important when a business settlement requires future performance. Some settlements are simple: one party pays a specified amount, releases are exchanged, and the litigation is dismissed. Other settlements function more like acquisition agreements or restructuring transactions. They may require financing, asset transfers, lien releases, assignments, accounting work, delivery of corporate records, payment of creditors, and a formal closing. A settlement of that type needs the same careful attention to sequencing and closing mechanics that would ordinarily be devoted to a standalone commercial transaction.
Michigan courts generally enforce contracts according to their terms, respecting the parties’ freedom to arrange their own affairs. ³ When contract language is unambiguous, courts ordinarily enforce the language as written rather than revising the bargain after the fact. The Michigan Supreme Court has repeatedly emphasized this principle, explaining that courts are not free to rewrite an unambiguous agreement merely because a different arrangement might later appear fairer or more practical.⁵
For business litigants, that means the language used to resolve a lawsuit can become just as important as the allegations in the original complaint. A settlement that says assets must be transferred “free of liens and debt,” for example, may produce substantially different consequences from one that merely requires a transfer subject to identified liabilities. A provision requiring one party to perform “upon” another party’s performance may create a different closing sequence from a provision requiring simultaneous performance. These distinctions can determine whether a transaction closes or whether the parties return to court.
The settlement in Szecsku illustrates these concerns. Under the agreement, Szecsku was required to refinance or pay approximately $818,000 in outstanding loans associated with the business by July 15, 2023. Until those loans were refinanced or paid, MDM was required to continue making timely monthly loan payments and paying its ongoing business expenses. Those expenses included rent owed to Cedan Holdings for the Redford billboard property.
If Szecsku successfully refinanced or paid the loans by the deadline, MDM was required to relinquish its interests in the billboards and deliver the business assets to Szecsku free of liens and debt. If Szecsku did not satisfy the refinancing requirement by the deadline, the settlement instead provided for Mills and MDM to purchase Szecsku’s interest for $250,000 by October 31, 2023.
On paper, the settlement therefore created two possible outcomes. Either Szecsku would obtain financing and acquire the business assets, or Mills and MDM would exercise the contractual buyout mechanism. In practice, however, another business obligation complicated the closing: the unresolved rent owed to Cedan Holdings.
Szecsku obtained financing communications indicating that funding of up to $900,000 was available for the transaction, subject to completion of due diligence and resolution of the outstanding rent obligation. The lender eventually advised that it was prepared to provide funding once it received confirmation that MDM and Cedan Holdings had determined the rent owed and that sufficient funds were available to satisfy that obligation.
The difficulty was that the amount of rent could not readily be determined without the underlying gross advertising revenue information. Cedan Holdings indicated that it lacked the revenue figures necessary to calculate rent under the lease. Szecsku’s position was essentially that financing could not close while an unresolved business liability remained against assets that were supposed to be transferred free of debt. Defendants, in contrast, maintained that Szecsku first had to pay the Stark loans by the July 15 deadline and that the transfer and satisfaction of MDM’s debts would occur afterward.
That disagreement is a useful reminder that a commercial settlement should not merely identify what each party ultimately must do. It should also state as precisely as possible when the obligations must occur, what conditions must first be satisfied, what documentation must be exchanged, who determines disputed payoff amounts, and whether the parties’ obligations are sequential or simultaneous.
Michigan contract law places substantial emphasis on the text of the parties’ agreement. In Rory v Continental Insurance Co, the Michigan Supreme Court reaffirmed that unambiguous contractual provisions generally must be enforced as written unless they violate law or public policy or a recognized contract defense applies.⁵ Similarly, the Court of Appeals has explained that if contractual language is unambiguous, courts enforce that language as written because the language reflects the parties’ intent as a matter of law.⁶
Contract provisions are not read in isolation. Courts generally examine the agreement as a whole and attempt to give meaning to all of its provisions.⁷ That becomes particularly significant in a complicated settlement containing financing conditions, payment requirements, deadlines, transfer provisions, representations, releases, and default remedies.
The lesson for Michigan businesses is that precision at the drafting stage can prevent substantial enforcement litigation later. Consider a settlement requiring one shareholder to purchase another shareholder’s interest after refinancing company debt. If the agreement simply states that refinancing must occur by a particular date and assets will then be transferred debt free, it may leave unanswered whether existing company debts must be resolved before the lender funds, whether payoff letters must be produced before closing, and whether obligations are to be performed simultaneously.
A more detailed agreement can define the closing process itself. It can identify the records that must be produced, set deadlines for delivering payoff information, establish an escrow process, require simultaneous wire transfers, explain how disputed liabilities will be handled, and specify what happens if a third-party creditor delays the transaction. The importance of those provisions becomes apparent when a settlement involves operating businesses whose revenues and liabilities continue changing while the transaction is pending.
One of the most significant business-law aspects of Szecsku is the role financial records played in the failed closing. The problem was not simply that one side claimed money was due. The amount of the liability depended on revenue information held by entities involved in operating and selling advertising on the billboards.
The Redford lease tied rent to gross advertising revenue. Without reliable revenue records, Cedan Holdings could not determine the full rent obligation. Without resolving that rent obligation, the contemplated lender was unwilling to complete the transaction. The availability of financial information therefore became directly connected to performance of the settlement.
After concluding that defendants had breached the settlement, the Wayne County Circuit Court entered an August 25, 2023 order directing the parties toward a simultaneous closing. Defendants were ordered to determine the rent owed to Cedan Holdings, and the parties were directed to meet at a bank where Szecsku would wire the amount owed on the financing while defendants would wire the outstanding rent. The court alternatively permitted the parties to use a title company and escrow the respective funds.
When the transaction still did not close, the dispute increasingly focused on financial documentation. In March 2024, the trial court ordered production of books and records from MDM and GLM revealing gross advertising revenue, as well as advertising contracts associated with the billboards. Szecsku later placed approximately $811,759 in escrow to satisfy the outstanding business loans, but the closing still did not occur.
This sequence illustrates why financial disclosure provisions can be critical in resolving ownership disputes. A party cannot always perform a financial obligation without information controlled by the opposing party. Where rent, distributions, purchase prices, earn-outs, commissions, or other obligations depend on gross revenue or net income, the settlement should clearly identify the accounting records that must be exchanged.
The agreement should also define financial terms with care. “Revenue,” “gross revenue,” “net revenue,” and “profit” are not interchangeable concepts. A business may generate substantial gross receipts while having little net profit after operating expenses. If settlement payments depend on one of these measurements, the difference can materially affect the parties’ economic rights.
The distinction between revenue and profit became particularly significant in Szecsku. After the trial court entered its enforcement orders, defendants argued that Szecsku should not receive all advertising revenue generated after July 15, 2023. They contended that, at most, the appropriate measure should have been lost profits rather than gross revenue.
The Court of Appeals rejected the appellate challenge in the procedural and contractual circumstances presented. The court explained that the award of advertising revenue was not originally imposed as a contempt sanction. Instead, after concluding that the settlement agreement had been breached, the trial court had ordered that revenue paid to Szecsku as relief under the agreement. The Court of Appeals noted that if the transaction had closed as contemplated, Szecsku would have received the ownership interests in MDM and the associated revenue.
The appellate court also considered when defendants had raised their objection. The trial court had ordered payment of advertising revenue in multiple orders, beginning in August 2023. Defendants did not timely seek reconsideration of those orders based on their later argument that Michigan damages law required a different measure. By the time defendants sought relief months later, the trial court concluded that their arguments were untimely.
The case therefore offers two related lessons. The first concerns drafting: if parties intend the economic consequences of a delayed closing to be based on net profits rather than gross revenue, operating cash flow, distributions, or another metric, they should say so. The second concerns litigation procedure: a party that believes an enforcement order misconstrues the settlement agreement or imposes an improper financial remedy should raise that issue promptly.
Commercial disputes frequently involve strategic delay, changing circumstances, and attempts to revisit prior rulings after new information becomes available. Michigan law provides mechanisms for obtaining relief from certain judgments and orders, including MCR 2.612(C).⁹ But those mechanisms are not substitutes for timely objections, motions for reconsideration, or appeals.
In Szecsku, defendants later argued that the enforcement orders had been obtained through fraud because Szecsku allegedly had not actually secured the financing he represented was available. The Court of Appeals examined the record and concluded that the relevant financing issue was not a new revelation. The earlier financing correspondence itself disclosed that final funding depended on additional due diligence and resolution of the rent issue. Defendants had also questioned the adequacy of the financing communications before the original enforcement ruling.
The Court of Appeals additionally observed that defendants had opportunities to challenge the relevant orders but did not timely pursue reconsideration. When they later sought relief from the prior orders, the trial court rejected the effort as untimely, and the Court of Appeals found no abuse of discretion.
For business litigants, this demonstrates the danger of allowing an unfavorable enforcement ruling to remain unchallenged while the parties continue attempting to implement a transaction. If a court enters an order that one side believes materially changes the economic terms of the settlement, waiting can narrow the available options. A party should evaluate immediately whether reconsideration, interlocutory appellate relief, clarification, a stay, or another procedural response is appropriate.
The same concern applies to arguments involving individual parties or affiliated entities. GLM and Thompson later argued that there was insufficient basis to hold them responsible because they had not themselves breached the settlement agreement. The Court of Appeals again emphasized the timing problem. GLM and Thompson had signed the settlement, were represented by the same counsel, possessed financial records relevant to the transaction, and had not timely challenged earlier orders directed toward them.
A breach of a settlement agreement and a violation of a court order enforcing that settlement are related but distinct concepts. Once a court enters an order requiring performance, failure to obey that order can expose a party to consequences beyond ordinary contract damages.
Michigan courts have statutory authority to punish parties for disobeying lawful court orders.¹⁰ In Szecsku, the trial court eventually imposed financial consequences after repeated noncompliance with its enforcement orders. The court ordered defendants to pay $53,000 associated with interest Szecsku incurred after obtaining and escrowing more than $811,000 for the contemplated loan payoff and awarded $14,872 in attorney fees.
The Court of Appeals was careful to distinguish these contempt-related amounts from the earlier advertising-revenue award. The revenue relief arose from enforcement of the settlement agreement, while the interest expense and attorney fees were associated with failure to comply with the court’s subsequent enforcement orders.
That distinction matters. Parties sometimes treat a settlement-enforcement dispute as merely another disagreement over contract interpretation. Once a judge resolves the issue and enters an order, however, continuing to act contrary to that order can materially change the litigation. The dispute is no longer limited to which side has the better interpretation of the settlement. It may involve the court’s authority to compel compliance with its own directives.
For business owners, the practical lesson is that disagreement with a court order does not eliminate the obligation to address the order through appropriate legal procedures. A party that believes an order is erroneous ordinarily must seek reconsideration, modification, appellate relief, or a stay rather than simply proceeding under its preferred interpretation.
The broader lesson from Szecsku is that complicated business settlements should be drafted as implementation documents, not merely litigation-ending documents. A settlement involving ownership of a closely held company may need to function simultaneously as a release, financing agreement, purchase agreement, accounting protocol, and closing checklist.
Where a transaction depends on refinancing, the agreement should address what constitutes satisfactory financing and what evidence of financing must be produced. If financing depends on delivery of debt-free assets, the agreement should explain how existing liens and liabilities will be discharged. If third-party obligations must be paid, the parties should determine who obtains payoff statements, who disputes incorrect amounts, and whether disputed funds can be escrowed.
Where calculations depend on business performance, the agreement should identify the books and records that must be produced and define the accounting period. If one entity receives revenue while another owns the underlying asset, the settlement should identify which entity’s records must be produced. If affiliated companies have participated in operations, the settlement should address whether their records are necessary to verify revenues or expenses.
The agreement should also address what happens between signing and closing. Businesses do not stop operating simply because their owners have settled litigation. Revenue continues to arrive. Expenses continue to accrue. Contracts continue to be performed. Employees and vendors must be paid. If the closing is delayed for several months, the economic value of the business may shift substantially.
A well-drafted agreement can determine who controls the company during this interim period, who is entitled to revenue, who must pay expenses, whether extraordinary expenditures require consent, and how post-settlement earnings will be allocated if closing occurs later than anticipated. The absence of such provisions can create incentives for renewed litigation.
Parties resolving litigation in Michigan must also remember that settlements reached during pending litigation are subject to procedural requirements in addition to ordinary contract principles. MCR 2.507(G) provides that an agreement concerning proceedings in an action generally is not binding unless made in open court or evidenced by a writing subscribed by the party against whom enforcement is sought or that party’s attorney.⁸
The Michigan Court of Appeals applied those principles in Kloian v Domino’s Pizza, LLC, explaining both the contractual nature of settlements and the significance of compliance with the court rule governing settlement agreements.⁴ These requirements can become especially important when parties believe they reached an agreement through email exchanges, mediation discussions, term sheets, or communications among counsel but never completed the contemplated formal agreement.
The parties in Szecsku had executed a written settlement, so the principal controversy concerned performance rather than formation. But the procedural rule remains an important part of the broader lesson. A sophisticated commercial settlement should not leave uncertainty over whether the parties are bound, what documents constitute the agreement, or whether later documents are merely implementing an already binding settlement.
Although Szecsku is unpublished and does not establish binding precedent, it offers a useful case study for businesses in Detroit, Ann Arbor, and throughout Michigan. It demonstrates that resolving the legal claims is not enough when the settlement requires a significant commercial transaction afterward.
The settlement at issue attempted to resolve a long-running ownership dispute through refinancing and transfer of business assets. The transaction became difficult because the assets were supposed to be transferred free of debt, an important business expense remained unresolved, and calculation of that obligation depended on financial records that had not been fully provided. The lender’s requirements, the existing lease obligation, the financing deadline, and the transfer provisions therefore became interconnected.
Once litigation resumed, the parties’ procedural choices became equally important. The trial court entered increasingly specific orders concerning financial records, payoff obligations, revenue, and closing mechanics. Arguments that might have been raised promptly against those orders were instead raised months later. The Court of Appeals’ affirmance reflects not only Michigan’s respect for binding settlement agreements but also the practical consequences of failing to timely challenge enforcement orders.
For Michigan businesses negotiating the resolution of an ownership or commercial dispute, the safest approach is to think beyond the moment the settlement is signed. The agreement should be drafted with the eventual closing in mind. Counsel should identify every financial obligation that could interfere with performance, every third party whose cooperation may be required, every record necessary to calculate a liability, and every event that could delay closing.
The agreement should also anticipate failure. If financing does not occur, the document should clearly state what happens next. If financial records are not produced, the agreement should provide a mechanism for obtaining them. If a liability is disputed, the parties should consider an escrow procedure or another method that permits the transaction to close while the amount is resolved. If closing is delayed, the agreement should specify who receives revenue and who bears expenses during the interim period.
These provisions are not merely transactional details. As Szecsku demonstrates, they may ultimately determine whether a settlement ends the litigation or becomes the subject of a new round of litigation.
Michigan law strongly favors enforcing unambiguous agreements according to the terms chosen by the parties. Settlement agreements are no exception. Once parties resolve litigation through a binding settlement, the agreement itself becomes a contract whose language can determine ownership rights, payment obligations, closing requirements, and remedies for nonperformance. ³ ⁵ ⁶
Szecsku v Mills illustrates how those principles operate in a real Metro Detroit business dispute. The original litigation concerned ownership and control of an outdoor advertising company. The settlement was intended to resolve that dispute through refinancing and transfer of the business. Yet unresolved rent obligations, incomplete financial information, disputed closing conditions, and later disagreements over advertising revenue prevented the contemplated transaction from proceeding smoothly. The resulting enforcement litigation continued long after the parties had ostensibly settled the underlying case. ¹
For business owners, the practical message is straightforward. A settlement involving a business transfer should be approached with the same precision as the underlying acquisition or sale. Financing conditions should be defined. Debts should be identified. Financial records should be addressed. Closing obligations should be sequenced. Interim revenue and expenses should be allocated. Default procedures should be established. And once a court enters an order interpreting or enforcing those obligations, any challenge to that order should be evaluated promptly.
A carefully drafted settlement can bring years of expensive business litigation to an end. A settlement that leaves critical financial and closing mechanics unresolved can instead become the beginning of the next dispute.
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Sources and Footnotes:
1- Szecsku v Mills, unpublished per curiam opinion of the Michigan Court of Appeals, issued September 17, 2026 (Docket No. 372092), Wayne Circuit Court Case No. 19-010366-CB. https://law.justia.com/cases/michigan/court-of-appeals-unpublished/2026/372092.html
2- MCR 7.215(C)(1) (providing that an unpublished opinion is not precedentially binding under the rule of stare decisis and addressing citation of unpublished Michigan Court of Appeals opinions). https://www.courtrules.net/michigan/michigan-court-rules/rule-7-215
3- Reicher v SET Enterprises, Inc, 283 Mich App 657, 663–665; 770 NW2d 902 (2009) (recognizing that a settlement agreement is a binding contract and applying ordinary principles of contract interpretation and enforcement).
https://case-law.vlex.com/vid/reicher-v-set-enterprises-892409989
4- Kloian v Domino’s Pizza, LLC, 273 Mich App 449, 452–457; 733 NW2d 766 (2006) (addressing formation and enforcement of settlement agreements and the requirements applicable to agreements resolving pending litigation). https://caselaw.findlaw.com/court/mi-court-of-appeals/1373266.html
5- Rory v Continental Ins Co, 473 Mich 457, 468–470; 703 NW2d 23 (2005) (explaining that unambiguous contractual provisions generally must be enforced as written absent a violation of law, public policy, or a recognized contract defense). https://www.michbar.org/journal/Details/Significant-Michigan-Supreme-Court-ruling-in-employment-law-Will-this-spill-over-to-other-agreements?ArticleID=5175
6- Hastings Mut Ins Co v Safety King, Inc, 286 Mich App 287, 292; 778 NW2d 275 (2009) (explaining that unambiguous contractual language is enforced as written because it reflects the parties’ intent as a matter of law). https://caselaw.findlaw.com/court/mi-court-of-appeals/1501275.html
7- Auto-Owners Ins Co v Seils, 310 Mich App 132, 148; 871 NW2d 530 (2015) (recognizing that contractual provisions must be construed in context and read in light of the contract as a whole). https://case-law.vlex.com/vid/auto-owners-ins-co-887534397
8- MCR 2.507(G) (governing the enforceability of agreements between parties or attorneys concerning proceedings in a pending Michigan action). https://www.courtrules.net/michigan/michigan-court-rules/rule-2-507
9- MCR 2.612(C) (providing grounds and timing requirements for relief from a final judgment, order, or proceeding, including fraud, misrepresentation, misconduct, and other grounds for relief). https://www.courtrules.net/michigan/michigan-court-rules/rule-2-612
10- MCL 600.1701(g) (authorizing Michigan courts of record to punish parties and other persons for disobeying a lawful order, decree, or process of the court). https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-600-1701