Circuit Court LC No. 14-142001-CK
Before: Stephens, P.J., and Saad and Meter, JJ.
appeals the trial court's order that granted summary
disposition in favor of defendants. We affirm.
NATURE OF THE CASE
sued defendants for $5 million for its delivery of automotive
parts to defendants notwithstanding that plaintiff delivered
the parts at the request of and by way of contract with
nonparty Contech. Indeed, in the contract between Contech and
plaintiff, Contech agreed to pay plaintiff for these
shipments, which was consistent with Contech's express
contractual obligation to defendants to make on-time delivery
of said parts and to pay for premium shipments if it could
not comply with its on-time delivery commitments to
defendants. At no time, did defendants contract with
plaintiff or promise to pay plaintiff for these shipments. In
fact, prior to this suit, plaintiff never claimed that it
looked to defendants for payments of these shipping fees.
underscore this last point, when Contech failed to pay
plaintiff, plaintiff rightfully sued Contech for breach of
contract in federal court, not defendants, for the failure to
pay the shipping costs. At the federal district court,
plaintiff opposed Contech's effort to bring defendants
into the suit and instead asserted that it was Contech, and
not defendants, that was responsible in contract to pay
plaintiff. Yet, when plaintiff could not recover $5 million
of its $6 million judgment against Contech, then plaintiff,
changed targets and sued defendants in state court on an
implied contract theory-that by accepting delivery of the
automobile parts, defendants agreed to pay plaintiff.
other words, plaintiff asks this court to imply and impose a
contractual obligation upon defendants to pay $5 million to
plaintiff, notwithstanding that (1) Contech had an express
contract with plaintiff to pay for these shipments, (2)
Contech was contractually obliged to defendants to pay for
these shipments, (3) plaintiff admitted in federal court that
Contech, not defendants, was responsible for these shipments,
and (4) defendants never agreed or promised to pay plaintiff
for these shipments.
agree with the trial court that Michigan contract law governs
this case and that Contech, not defendants, contracted to pay
for these shipments. Furthermore, we will not imply a
contractual obligation upon defendants which contradicts the
stated position of plaintiff in federal court and also
contradicts the express contractual arrangements between
Contech and defendants and between Contech and plaintiff,
both of which govern these shipments.
also claims that defendants should be obliged to pay
plaintiff because defendants were unjustly enriched by
plaintiff's delivery of the automobile parts. We reject
this theory for the simple reason that defendants were not
unjustly or unfairly enriched. To the contrary, by virtue of
its contract with Contech, defendants were entitled to
on-time delivery of parts and to Contech's payment of the
expedited shipments. In other words, defendants received
simply what it contracted for, no more, no less.
these reasons, and pursuant to the law explained below, we
affirm the trial court's dismissal of plaintiff's
suit against defendants.
BASIC FACTS AND PROCEDURAL HISTORY
is a transportation and logistics company that arranges
various services for its customers, including expedited air
transportation. Defendants, Nexteer and SteeringMex,
manufacture automobile steering assemblies and supply them to
Ford and General Motors. Defendants have multiple plants,
including plants in Michigan. At all times relevant to this
appeal, nonparty Contech supplied certain casting parts to
defendants for these steering systems. The parts were
manufactured in Contech's facility in Clarksville,
Tennessee and delivered to defendants' plants.
contract with Contech provided that if Contech failed to have
goods ready in time to meet defendants' delivery
deadlines, it was Contech's responsibility to pay for
premium shipments. In June 2011, Contech began having
difficulty keeping up with defendants' demand for parts
and started to fall behind schedule. In order to deliver the
parts on time, Contech arranged for plaintiff to expedite the
shipments to defendants and agreed to pay plaintiff for its
services. The expedited air ...