ZAHRA, J.
As long as there have been debts, there have been people tasked with collecting them.
For many years, the collection industry involved two players: the creditors and the collection agents that they hired to collect debts. But in the late 1990s, as the collection industry evolved, a middleman emerged. These middlemen — known as forwarders or forwarding companies — operate as intermediaries between creditors and local collection agents. The forwarding companies' business model involves obtaining assignments of unpaid accounts from creditors and then allocating the collection of those accounts to local collection agents. The forwarding companies do not, however, contact debtors themselves.
This case requires us to determine whether forwarding companies fall within the statutory definition of collection agencies. We conclude that they do. The statutory definition of a "collection agency" includes "a person directly or indirectly engaged in soliciting a claim for collection."
Accordingly, we vacate Part III(B) of the Court of Appeals judgment and remand this case to the circuit court for further proceedings not inconsistent with this opinion. We do not retain jurisdiction.
Plaintiff George Badeen, a licensed collection agency manager, owns and operates Midwest Recovery and Adjustment, Inc., a licensed collection agency doing business in Michigan. The primary business of Midwest Recovery is repossessing automobiles when it is assigned a delinquent account by a financing company.
This dispute's origins lie in the shifting landscape of collection practices. In the past, when a creditor needed a debt collected or something repossessed, it would contact and retain a collection agent wherever the debtor was located. But the business model has changed with the introduction of forwarding companies. Now forwarding companies act as middlemen between the lenders and the local collection agents. The forwarding companies operate nationwide, and when a creditor needs a collection it contracts with a forwarding company, which, in turn, allocates the collection to a collection agent in the appropriate location. The forwarding companies maintain networks of collection agents and negotiate favorable rates that save creditors money and allow the forwarding companies to make a profit. Plaintiffs allege that this business model negatively affects licensed local collection agents.
Badeen, on behalf of himself and other licensed collection agents and collection agencies in Michigan, filed a class action against the lenders and forwarding companies doing business in Michigan. He alleged that the forwarding companies were acting as collection agencies under Michigan law but were doing so without a license in violation of MCL 339.904(1). The lenders that hired the forwarding companies, in turn, were allegedly violating Michigan law by hiring unlicensed collection agencies in contravention of MCL 445.252(s). Defendants, Badeen argued, injured the members of the plaintiff class by impeding their business while not complying with Michigan law.
Badeen argued that the forwarding companies "solicit[ed] a claim for collection" when they contacted creditors for unpaid accounts to allocate to local collection agents, thereby satisfying the statutory definition of collection agencies and requiring licensure. In the circuit court, defendants moved for summary disposition, arguing that the forwarding companies did not satisfy the definition because soliciting a claim for collection referred to asking the debtor to pay his or her debt, which the forwarding companies did not do. The circuit court agreed and granted defendants' motion for summary disposition. The Court of Appeals affirmed the circuit court's decision, holding that "the phrase `soliciting a claim for collection,' found in MCL 339.901(b), means requesting the debtor to fulfill his or her obligation on the debt."
Badeen sought leave to appeal in this Court. We directed the Clerk of the Court to schedule oral argument on whether to grant the application or take other action and asked the parties to address "whether the defendant forwarding companies
A statutory interpretation issue like the meaning of "soliciting a claim for collection" is a question of law that we review de novo. The primary goal of statutory interpretation is, of course, to give effect to the Legislature's intent. The focus of our analysis must be the statute's express language, which offers the most reliable evidence of the Legislature's intent. When construing a statutory phrase such as the one at issue in this case, we must consider it in the context of the statute as a whole.
Article 9 of the Occupational Code requires a person to apply for and obtain a license before operating a collection agency or commencing in the business of a collection agency.
Additionally, "claim" or "debt" means "an obligation or alleged obligation for the payment of money or thing of value arising out of an expressed or implied agreement or contract for a purchase made primarily for personal, family, or household purposes."
The forwarding companies satisfy the statutory definition of a collection agency. In MCL 339.901(b), "soliciting a claim for collection" refers to the act of asking a creditor for unpaid debt that the collection agency can pursue. "Solicit" is defined as "to try to obtain by earnest plea or application."
Unfortunately, applying these dictionary definitions does not end our inquiry because the solicitation could still be directed at the debtor or the creditor depending on how the term "obligation" is understood. An obligation for the payment of money can be understood in two ways. On the one hand, a debtor has an obligation in the sense that he or she must pay the creditor the sum of money owed. But on the other hand, a creditor holds all of its debtors' obligations.
Interpreting "soliciting a claim for collection" as asking the creditor for any unpaid debts to pursue is the only construction that avoids rendering the subsequent portions of the definition redundant. Defendants suggest that soliciting a claim for collection refers to asking the debtor to fulfill his obligation. But this construction would be subsumed by the very next definition of "collection agency" — a person engaged in "collecting or attempting to collect a claim owed or due." Surely asking a debtor to pay his or her debts constitutes an "attempt[] to collect." Put another way, under defendants' construction, "soliciting a claim for collection" would have no meaning not covered by "attempting to collect a claim owed or due." And no meaningful line can be drawn between asking a debtor to pay and attempting to collect the debt that would allow defendants' interpretation could be salvaged. In short, defendants' construction of MCL 339.901(b) violates the rule of statutory interpretation counseling against a construction that renders any part of a statute surplusage or nugatory.
The narrative arc of MCL 339.901(b) suggests that "soliciting a claim for collection" means contacting the creditor regarding any unpaid claims that the collection agency can pursue. Taken together, the three acts that render a person a collection agency — soliciting a claim for collection, attempting to collect, and actually collecting the debt — make up the entire continuum of the debt-collection process. The first step that a collection agency takes is contacting creditors to inquire about any unpaid debts that the collection agency can pursue on the creditors' behalf. Then, the collection agency attempts to collect the debt. Finally, the collection agency, if successful, actually collects the debt. Therefore, the Legislature's apparent desire to impose regulation on the actors in the debt-collection process from beginning to end is best served by our understanding of "soliciting a claim for collection."
The actions that the Occupational Code prohibits a licensed collection agency
Consistent with our interpretation is the fact that this Court has described the conduct of contacting a creditor regarding unpaid debts as soliciting claims for collection. In Bay County Bar Association v. Finance System, Inc., we described the defendant's action of asking creditors for unpaid claims as "solicit[ing] claims for collection."
Defendants argue that forwarding companies should not be considered collection agencies because their lack of contact with the debtors takes them outside the intended scope of the Occupational Code's regulation. The forwarding industry did not exist in 1980 when the Legislature passed the statutes at issue in this case, but it does not follow that the forwarding companies must be exempt from regulation. The meaning of the statutory language has not changed, and any person that falls under that language is considered a collection agency. We are sympathetic to the fact that the forwarding companies are included in this language even though the Legislature could not have known when it defined collection agencies that the forwarding industry would come to exist. But any revision of the statutory language must be left to the Legislature.
Ordinarily, a collection agency — like defendant forwarding companies — is subject to the Occupational Code's licensing requirements.
Additionally, plaintiffs filed a motion to supplement the record shortly before this Court heard arguments in the case. The evidence attached to that motion did not play a role in this Court's determination of the statutory issue at hand. We therefore deny the motion, but we do so without prejudice to plaintiffs' ability to present the evidence to the circuit court in a properly filed motion on remand.
The forwarding companies satisfy the definition of "collection agency" in MCL 339.901(b) because they solicit claims for collection when they contact creditors seeking unpaid debts to allocate to local collection agents. Our interpretation of the phrase "soliciting a claim for collection" is required by the express statutory language and the maxims of statutory interpretation. Ours is the only interpretation of the phrase "soliciting a claim for collection" that avoids rendering another provision of the definition of "collection agency" nugatory. Our interpretation is also consistent with the common understanding of what it means to solicit a claim for collection. Accordingly, we vacate Part III(B) of the Court of Appeals judgment and remand this case for proceedings consistent with this opinion. We do not retain jurisdiction.
YOUNG, C.J., MICHAEL F. CAVANAGH, MARKMAN, MARY BETH KELLY, McCORMACK, VIVIANO, JJ., concurred with ZAHRA, J.