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Landstar Express America, Inc. v. Nexteer Automotive Corp.

Court of Appeals of Michigan

March 30, 2017

LANDSTAR EXPRESS AMERICA, INC., Plaintiff-Appellant,
v.
NEXTEER AUTOMOTIVE CORPORATION and STEERINGMEX S, Defendants-Appellees.

         Oakland Circuit Court LC No. 14-142001-CK

          Before: Stephens, P.J., and Saad and Meter, JJ.

          Saad, J.

         Plaintiff appeals the trial court's order that granted summary disposition in favor of defendants. We affirm.

         I. NATURE OF THE CASE

         Plaintiff 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.

         To 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.

         In 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.

         We 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.

         Plaintiff 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.

         For these reasons, and pursuant to the law explained below, we affirm the trial court's dismissal of plaintiff's suit against defendants.

         II. BASIC FACTS AND PROCEDURAL HISTORY

         Plaintiff 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.

         Defendants' 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 ...


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