United States District Court, E.D. Michigan, Southern Division
R. GRAND UNITED STATES MAGISTRATE JUDGE
OPINION AND ORDER DENYING DEFENDANT'S MOTION FOR
SUMMARY JUDGMENT 
GERSHWIN A. DRAIN UNITED STATES DISTRICT COURT JUDGE
March 2, 2015, Wallace Sales & Consulting, LLC
(“Plaintiff”) filed a Complaint and Demand for
Trial by Jury against Tuopu North America, Limited
(“Defendant”), alleging breach of contract and
seeking a declaratory judgment. See Dkt. No. 1. On
August 7, 2015, Defendant asserted a counterclaim against
Plaintiff for Unjust Enrichment/Quantum Meruit. Dkt. No. 21,
pp. 3-4 (Pg. ID No. 506- 07). Plaintiff amended its complaint
on August 28, 2015. Dkt. No. 28.
before the Court is Defendant's Motion for Summary
Judgment, filed on September 30, 2016. Dkt. No. 94. Upon
review of the briefing, the Court concludes that oral
argument will not aid in the resolution of the instant
motion. Accordingly, the Court will resolve Defendant's
present motion on the briefs. See E.D. Mich. LR
reasons discussed herein, the Court will
DENY Defendant's Motion for Summary
is a Michigan sales representative firm in the automotive
industry, whose sole member is James Wallace
(“Wallace”). Dkt. No. 105, p. 6 (Pg. ID No.
2733). Defendant is an Ontario, Canada corporation and a
subsidiary of a Chinese manufacturing conglomerate, and
functions as the North American supplier of automotive
suspension parts. Id.
October 2005, Wallace emailed with James Robbescheuten at
Topew International Incorporated. Id. at 8. In
response to Robbescheuten's request, Wallace attached a
résumé that stated he had an Associate's
Degree in Engineering Technology from Henry Ford Community
College and a Bachelor's of Science degree in Mechanical
Engineering from Lawrence Technological University.
Id.; Dkt. No. 105-2, p. 4 (Pg. ID No. 2764).
Tuopu North America, was incorporated on January 24, 2006.
Dkt. No. 105-4. Defendant first retained Plaintiff as its
sales representative pursuant to a written agreement in
February 2007. Dkt. No. 105-6. The 2007 agreement appointed
Plaintiff to be Defendant's “sales agent for the
sale and servicing of Products to the Customers” and to
“assist in representing [Defendant] to other
customers.” Id. at 2 (Pg. ID No. 2279).
December 2011, after several years of working together,
Plaintiff and Defendant agreed to execute a new written
Manufacturer's Representative Agreement (hereinafter
“the Agreement”), under which Plaintiff served as
an independent manufacturer's representative. Dkt. No.
105-9. The Agreement became effective on January 1, 2012.
Id. at 2 (Pg. ID No. 2802). According to the
Agreement, any disputes related to the Agreement shall be
governed solely by Ontario, Canada law. Id. at 8.
Agreement included detailed provisions governing the sales
commissions that Defendant would be required to pay to
Plaintiff in the event of termination, which varied based
upon whether Plaintiff's termination was “without
cause” or “for cause.” Id. at 6-7.
If Defendant terminated Plaintiff “without cause,
” it was required to continue paying sales commissions
to Plaintiff on all sales for which an order or quotation was
received prior to December 31, 2014. Id. at 7.
However, if Defendant terminated Plaintiff “for cause,
” it was only required to pay Plaintiff commissions on
parts shipped during the one-month period following the
effective termination date. Id.
parties' allegations diverge as to the quality of
Plaintiff's work for Defendant. Plaintiff asserts that by
2014, the orders it procured were resulting in sales of
around $40 million per year. Dkt. No. 105, p. 6 (Pg. ID No.
2733). Conversely, Defendant alleges that the parties'
working relationship was problematic, due to Plaintiff's
failure to work well with Defendant's staff. Dkt. No. 94,
pp. 16-17 (Pg. ID No. 2232-33).
11, 2014, Defendant sent Plaintiff notice of termination,
effective immediately. Dkt. No. 105-12. The termination
notice stated that the “termination is due to financial
reasons and is without cause.” Id.
Additionally, the letter provided that Defendant would pay
Plaintiff sales commissions through December 31, 2014.
March 2, 2015, Plaintiff filed this suit, alleging breach of
contract to pay sales commissions and seeking a declaratory
judgment. Dkt. No. 1. In April 2015, shortly after the
present case was filed, Defendant sent Plaintiff a letter
rescinding the termination without cause and replacing it
with a termination for cause. Dkt. No. 105-14. Defendant then
filed a ...