20241120_C369279_26_369279.Opn.Pdf
20241120
Mich. Ct. App.Nov 20, 2024Background
- Superior Roll, LLC (plaintiff), a Michigan business, sued Machinery Marketing International, LLC (defendant), an Illinois business, in Michigan court for breach of warranty after purchasing machinery that proved defective.
- Defendant moved for summary disposition, citing a forum-selection clause in a post-agreement invoice that required disputes to be litigated in Illinois courts.
- Plaintiff argued the forum-selection clause was not part of the agreement, as it was added unilaterally in the invoice after oral/email agreement was reached.
- The trial court ruled for defendant, enforcing the forum-selection clause and dismissing the case for lack of jurisdiction.
- On appeal, the central issue was whether the forum-selection clause became part of the contract under UCC § 2-207 (as adopted in Michigan law), given the parties’ prior informal agreement.
- The appellate court held that the forum-selection clause constituted a material alteration and was not part of the contract as a matter of law. The trial court’s dismissal was reversed and remanded for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the forum-selection clause in invoice is part of the contract under UCC | Clause was unilaterally added after earlier oral/email agreement, materially alters agreement, is unenforceable | Invoice (with forum-selection clause) is the enforceable contract; clause is valid and binding | The clause is a material alteration under UCC §2-207 and is not part of the parties’ agreement |
| Does forum-selection clause require dismissal of Michigan suit? | No, because clause not part of contract, Michigan court retains jurisdiction | Yes, because clause mandates Illinois forum | No; the forum-selection clause does not govern |
| Whether informal agreement predating invoice can constitute contract under UCC | Yes, UCC §2-207 applies; prior oral/email communications are valid contract | No, only invoice is enforceable contract | Yes; UCC recognizes informal contracts between merchants |
| Was summary disposition under MCR 2.116(C)(4) proper? | No, as clause was not agreed to and Michigan court has jurisdiction | Yes, based on forum-selection clause | No; the trial court erred, decision reversed |
Key Cases Cited
- Allen v. Bloomfield Hills Sch. Dist., 281 Mich. App. 49 (Mich. Ct. App. 2008) (sets de novo review standard for summary disposition)
- Turcheck v. Amerifund Fin., Inc., 272 Mich. App. 341 (Mich. Ct. App. 2006) (appeal standard for dismissal under a forum-selection clause)
- Barshaw v. Allegheny Performance Plastics, LLC, 334 Mich. App. 741 (Mich. Ct. App. 2020) (courts favor enforcement of forum-selection clauses, subject to statutory exceptions)
- Farmland Capital Solutions, LLC v. Mich Valley Irrigation Co., 335 Mich. App. 370 (Mich. Ct. App. 2021) (UCC comments as persuasive authority)