United States District Court, E.D. Michigan, Southern Division
OPINION AND ORDER DENYING PLAINTIFF'S MOTION FOR
SUMMARY JUDGMENT  AND GRANTING DEFENDANT'S MOTION FOR
SUMMARY JUDGMENT 
STEPHEN J. MURPHY, III, United States District Judge
AGC Flat Glass North America, Inc. provides, among other
things, engineering services to General Motors. In 2015,
Defendant entered an agreement with Plaintiff Al-Kahwati
Engineering, Inc. to provide services on certain programs. A
year later, Defendant terminated the agreement. Plaintiff
subsequently brought suit alleging breach of contract. Now
before the Court are Defendant's Motion for Summary
Judgment (ECF 20) and Plaintiff's Cross-Motion for
Summary Judgment (ECF 22). The Court has reviewed the briefs,
and finds that a hearing is not necessary. See E.D.
Mich. LR 7.1(f). For the reasons listed below, the Court will
deny Plaintiff's Motion for Summary Judgment and grant
Defendant's Motion for Summary Judgment.
is an engineering company that provides design release
services for glass components in vehicles. ECF 22-2, PgID
328. Plaintiff's sole owner, shareholder, and employee is
Muhsin Al-Kahwati. Id. Plaintiff entered a contract
to provide services for certain programs to Defendant. ECF
22-3, PgID 334. The contract identified four programs, all to
be completed for GM. Id. The parties added two
additional programs for GM, and Plaintiff may have also
performed around 40 hours of service for Toyota. ECF 22-2,
PgID 330. Al-Kahwati was Plaintiff's only agent
performing work under the contract. ECF 20-2, PgID 195.
least two of the GM projects, Al-Kahwati worked with GM
employee Sonja Russell. ECF 20-4, PgID 230. During the
pertinent time, Russell's title was Engineering Group
Manager, and her responsibilities included overseeing the
Flat Glass team. ECF 20-4, PgID 230, 231. After a series of
alleged communication issues with Al-Kahwati, Russell asked
Defendant to remove Al-Kahwati from all GM programs. ECF
20-9; ECF 20-4, PgID 226, 238, 245. The request was rare:
Russell had only done something similar one other time in her
twenty-seven years at GM. ECF 20-4, PgID 247. In light of the
request, Defendant gave Plaintiff a formal, two-week notice
of termination due to a significant alteration to the
project. ECF 20-5, PgID 253, 264; ECF 20-6.
Court must grant summary judgment "if the movant shows
that there is no genuine dispute as to any material fact and
the movant is entitled to judgment as a matter of law."
Fed.R.Civ.P. 56(a). The moving party must identify specific
portions of the record "which it believes demonstrate
the absence of a genuine issue of material fact."
Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986).
Once the moving party has met its burden, the non-moving
party may not simply rest on the pleadings, but must present
"specific facts showing that there is a genuine issue
for trial." Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 587 (1986) (quoting
is material if proof of that fact would establish or refute
an essential element of the cause of action or defense.
Kendall v. Hoover Co., 751 F.2d 171, 174 (6th Cir.
1984). A dispute over material facts is genuine "if the
evidence is such that a reasonable jury could return a
verdict for the nonmoving party." Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). In
considering a motion for summary judgment, the Court must
view the facts and draw all reasonable inferences "in
the light most favorable to the nonmoving party." 60
Ivy St. Corp. v. Alexander, 822 F.2d 1432, 1435 (6th
parties agreed that the contract is governed by Delaware law.
ECF 20-3, PgID 221; see also DP Precise, LLC v. Phoenix
Insurance Company, 2014 WL 12572733, at *4 (March 31,
2014) (parties may choose what law applies to contract
claims). Under Delaware law, the elements of a breach of
contract claim are: (1) a contractual obligation; (2) a
breach of that obligation by the defendant; and (3) a
resulting damage to the plaintiff. H-M Wexford LLC v.
Encorp, Inc., 832 A.2d 129, 140 (Del. Ch. 2003).
interpretation is a question of law. Rhone-Poulenc Basic
Chems. Co. v. American Motorists Ins. Co., 616 A.2d 1192
(Del. 1992). Delaware adheres to the objective theory of
contract interpretation. Osborn ex rel. Osborn v.
Kemp, 991 A.2d 1153, 1159 (Del. 2010). Thus, a contract
should be interpreted as it would be understood by an
objective, reasonable third party. Id. When a
contract is clear and unambiguous, a court will give effect
to the plain meaning of the contract's terms and
provisions. Id. at 1159-60. A contract is ambiguous
only if the provisions are "reasonably or fairly
susceptible of different interpretations or may have two or
more different meanings." Rhone-Poulenc Basic Chems.
Co., 616 A.2d at 1196. Ambiguity does not exist when a
court can determine the contract's meaning "without
any other guide than a knowledge of the simple facts on
which, from the nature of language in general, its meaning
depends." Id. (internal quotations omitted).
The Contract Permits Defendant's Termination
portions of the contract are relevant. Paragraph 9 provides:
"[i]f the Project is completed, terminated, or
significantly altered before the end of the term, [Defendant]
shall be entitled to terminate [the contract] with a notice
of two weeks." ECF 20-3, PgID 219. The recitals provide:
"[b]y this Agreement, the parties are setting forth the
basis on which [Plaintiff] will provide Services to
[Defendant] and [Defendant] will purchase Services from
[Plaintiff] for completion of ...