Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Van Buren Charter Township v. Visteon Corp.

Court of Appeals of Michigan

May 16, 2017

VAN BUREN CHARTER TOWNSHIP, Plaintiff-Appellant,
v.
VISTEON CORPORATION, Defendant-Appellee.

         Wayne Circuit Court LC No. 15-008778-CK

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

          Stephens, J.

         Plaintiff, Van Buren Charter Township, appeals as of right an order granting summary disposition pursuant to MCR 2.116(C)(4) and (C)(8) in favor of defendant, Visteon Corporation, on plaintiff's declaratory judgment and breach of contract claims. We affirm.

         I. BACKGROUND

         This case arises from a 2010 Settlement Agreement and Mutual Release (the Agreement) entered between plaintiff, a charter township in Wayne County, and defendant, a publicly-traded global automobile parts supplier, in the midst of defendant's then ongoing bankruptcy proceedings. Pertinent here, the Agreement dictated defendant's obligations to plaintiff for a shortfall in payments on bonds defendant received from plaintiff in 2003, for the purpose of financing the development and construction of defendant's national headquarters (Visteon Village) in plaintiff's township. Sometime in 2013, plaintiff engaged Public Financial Management, Inc. (PFM), to conduct a cash flow analysis for the township. PFM returned a report on September 6, 2013, presenting 15 different cash flow scenarios, each of which resulted in a shortfall. With regard to "Future Cash Shortfall, " the drafter of the report stated, "Since the current Taxable Values within [plaintiff's township] are significantly lower than the original projections in 2003, a cash shortfall is inevitable if new revenues are not introduced." The estimated amount of the shortfall ranged from $23.7 million to $36.4 million, and the shortfall was projected to occur sometime between 2017 and 2019.

         Plaintiff forwarded a copy of the PFM Report to defendant, along with a demand letter that requested defendant engage in immediate negotiations to determine defendant's payment obligation with respect to the projected shortfall pursuant to the Agreement. Defendant agreed to meet with plaintiff, but disputed any obligation to engage in negotiations until after plaintiff actually experienced a bond payment shortfall. Based on this dispute, plaintiff brought a two- count complaint against defendant, alleging breach of contract for defendant's failure to negotiate in good faith and anticipatory repudiation of its obligation to pay any amount of the bond payment shortfall, and requesting a declaratory judgment determining the rights and obligations of both parties pursuant to Paragraph 3 of the Agreement.

         The trial court granted defendant's motion for summary disposition pursuant to MCR 2.116(C)(4) and (C)(8), deciding that:

(1) the parties' disagreement over the meaning of a term in their agreement did not present a justiciable issue,
(2) plaintiff's breach of contract and declaratory judgment claims were not ripe for adjudication because the actual damages to plaintiff from the payment shortfall were only "hypothetical" in nature, and
(3) plaintiff's breach of contract and declaratory judgment claims were not ripe for adjudication because the payment shortfall was not scheduled to occur until a future date.

         II. STANDARD OF REVIEW

         "This Court reviews de novo a trial court's decision on a motion for summary disposition in an action for a declaratory judgment." Lansing Schools Educ Ass'n v Lansing Bd of Educ (On Remand), 293 Mich.App. 506, 512-513; 810 N.W.2d 95 (2011). "Questions regarding ripeness are also reviewed de novo." King v Mich. State Police Dep't, 303 Mich.App. 162, 188; 841 N.W.2d 914 (2013). This Court also reviews de novo questions involving the proper interpretation of a contract and the legal effect of a contractual clause. McDonald v Farm Bureau Ins Co, 480 Mich. 191, 197; 747 N.W.2d 811 (2008).

         In this case, defendant sought summary disposition pursuant to MCR 2.116(C)(4) and (C)(8). The trial court indicated that it was granting defendant's motion pursuant to both subrules. However, on appeal, the parties contest the propriety of dismissal pursuant to MCR 2.116(C)(4). Although we acknowledge inconsistencies between published decisions of this Court and more recent unpublished decisions regarding whether subrule (C)(4) supports dismissal for failure of justiciability grounds such as ripeness, [1] we need not address the conflict here. Morales v Parole Bd, 260 Mich.App. 29, 32; 676 N.W.2d 221 (2003) ("[T]his Court generally does not address moot questions or declare legal principles that have no practical effect in a case."). Both parties concede that summary disposition for lack of ripeness is properly considered pursuant to MCR 2.116(C)(10), and even if the trial court erroneously granted defendant's motion for summary disposition under subrule (C)(4) on ripeness grounds, this Court does not reverse in cases of such error when summary disposition is nonetheless appropriate under a different subrule. Rental Properties Owners Ass'n of Kent Co v Kent Co Treasurer, 308 Mich.App. 498, 526-27; 866 N.W.2d 817 (2014) ("Even if the trial court erred by granting summary disposition under a particular subrule, this Court will not reverse if the error was harmless.") Because the trial court's dismissal of plaintiff's claims as unripe was appropriate under MCR 2.116(C)(10), any error in granting defendant's motion for summary disposition under a separate subrule was harmless.

         Additionally, as plaintiff concedes, because the trial court considered evidence beyond the pleadings to decide defendant's motion, this Court must treat the trial court's decision with respect to subrule (C)(8) as though it were made only pursuant to subrule (C)(10). See Sharp v City of Lansing, 238 Mich.App. 515, 518; 606 N.W.2d 424 (1999). Summary disposition is proper under MCR 2.116(C)(10) if "there is no genuine issue regarding any material fact and the moving party is entitled to judgment as a matter of law." West v Gen Motors Corp, 469 Mich. 177, 183; 665 N.W.2d 468 (2003). This Court considers the affidavits, pleadings, depositions, admissions, and other documentary evidence in the light most favorable to the nonmoving party. Maiden v Rozwood, 461 Mich. 109, 120; 597 N.W.2d 817 (1999). The same is considered to ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.