United States District Court, E.D. Michigan, Northern Division
ORDER GRANTING MOTION TO DISMISS AND DISMISSING
COMPLAINT FOR WANT OF JURISDICTION
L. LUDINGTON United States District Judge
April 3, 2019, Plaintiff Caravan Facilities Management, LLC
filed a complaint in the Saginaw County Circuit Court against
Defendant Hausrath Landscape Maintenance, INC. ECF No. 1 at
PageID.7-14. Plaintiff claims that Defendant has continued to
bill Plaintiff for services under an allegedly terminated
contract and seeks declaratory relief. Id. On May 6,
2019, Defendant removed the case to the federal district
court. ECF No. 1. On May 14, 2019, Defendant filed a motion
to dismiss for lack of personal jurisdiction over Defendant
pursuant to Federal Rule of Civil Procedure 12(b)(2). ECF No.
3. For the following reasons, the motion will be granted.
is a Michigan limited liability company with its principal
place of business in the County of Saginaw, Michigan.
PageID.54. Plaintiff is also registered to conduct business
in the State of New York. Id. Defendant is a New
York corporation with its principal place of business in the
City of Amherst, New York. Id. Defendant is not
registered to conduct business in the State of Michigan.
to Plaintiff's complaint, Plaintiff was hired by General
Motors (“GM”) to conduct maintenance and cleaning
services at GM's Tonawanda, New York Engine Plant.
PageID.8. Pursuant to its contract with GM, one of
Plaintiff's responsibilities was to remove snow from
facilities at the Tonawanda Engine Plant. Id.
Plaintiff does not provide any further information regarding
the terms of its contract with GM. Plaintiff subcontracted
the snow removal services at the Tonawanda Engine Plant to
Defendant on a yearly basis with an option to renew, which
Defendant extended for a number of years. PageID.9.
August 2018, GM changed its requirements for snow plowing at
the Tonawanda Engine Plant and required Plaintiff to rebid
the price of the work moving forward. Id. Plaintiff
informed Defendant that it would not renew Defendant's
Purchase Order for the 2018 snow removal season because the
cost was too high for GM. Id. Defendant agreed to
review its pricing for possible reductions and participated
in the new bid process for the 2018 snow removal season but
ultimately was unable to lower its price due to increased
then solicited bids from other vendors, one of which provided
lower pricing, causing Defendant to lose the contract for the
2018 snow removal season. PageID.10. Plaintiff gave notice to
Defendant that Plaintiff had accepted a lower bid and the
contract between Plaintiff and Defendant was therefore
terminated pursuant to the termination for convenience clause
of the Terms & Conditions. Id.
has continued to bill Plaintiff monthly for work but has not
performed services for Plaintiff for the 2018 snow removal
season. Id. Defendant argued that the contract is
for a five-year term and may not be terminated. Id.
Defendant further argued that Plaintiff breached the contract
and Defendant is therefore entitled to participate in snow
removal services for the 2020 and 2021 season. Id.
Plaintiff alleges that the Purchase Order was for a one-year
contract with the option of adding additional years under the
same terms for up to four additional years with the same
complaint presents three counts. Count I alleges that
Plaintiff is entitled to declaratory judgment under MCR 2.605
because Defendant waived the original contract between the
parties by submitting a new bid. PageID.10-11. Count II
alleges that Plaintiff is entitled to declaratory judgment
under MCR 2.605 because the Purchase Order was a one-year
contract that Plaintiff chose not to renew. PageID.11-12.
Count III alleges that Plaintiff is entitled to declaratory
judgment under MCR 2.605 because Plaintiff terminated the
contract under the convenience clause of the Terms &
Conditions included in the contract. PageID.13-14.
has moved to dismiss all three of Plaintiff's claims
pursuant to Federal Rules of Civil Procedure 12(b)(2). ECF
No. 3. Rule 12(b)(2) provides that a party may assert the
defense that the court lacks personal jurisdiction over a
argues that the Court has limited personal jurisdiction over
Defendant under the Michigan long-arm statute, Mich. Comp.
Laws § 600.715(1). PageID.88-90. Section 600.715(1)
provides, in relevant part:
The existence of any of the following relationships between a
corporation or its agent and the state shall constitute a
sufficient basis of jurisdiction to enable the courts of
record of this state to exercise limited personal
jurisdiction over such corporation and to enable such courts
to render personal judgment against such corporation arising
out of the act or acts which create any of the following
relationships: (1) The transaction of any business within the
Michigan long-arm statute is limited by constitutional due
process considerations. When determining whether an exercise
of personal jurisdiction would uphold due process, a
defendant must have sufficient “minimum contacts with
the forum state.” Theunissen v. Matthews, 935
F.2d 1454, 1459 (6th Cir. 1991). Therefore,
long-arm jurisdiction under § 600.715 may only be
asserted if three additional criteria are satisfied:
1) The defendant must “purposely avail himself of the
privilege of acting in the forum state or causing consequence