Bloom v. SSI Holdco, LLC, 2:24-cv-11207

Plaintiff (Robert Bloom, as Trustee) sold stock in SSI Technology, Inc., to Defendant (SSI Holdco, LLC) under a Stock Purchase Agreement (SPA) for $4.15 million, payable in installments, with a solvency representation from Holdco.
Holdco failed to make the first payment, triggering Bloom’s lawsuit for breach of contract and later amended claims for fraud, fraudulent inducement, and bad faith against both Holdco and its representative, Chad Fietsam (in his individual capacity).
Holdco counterclaimed, contending that Bloom misrepresented the company’s financials during negotiations, excusing its own performance under the SPA.
The SPA had both a merger/integration clause and an independent investigation clause, limiting the scope of representations and reliance.
The motions before the court included: Fietsam’s motion to dismiss claims against him personally, Bloom’s motion for leave to amend, and Bloom’s motion to dismiss Holdco’s counterclaims.
The key factual disputes concern which representations (if any) were fraudulent and whether those claims are barred by contract terms or legal doctrines.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Fietsam’s personal liability for breach of contract	Fietsam should be liable individually for contract breach	Fietsam signed only as Holdco’s representative, not personally bound	Dismissed against Fietsam individually for contract claims
Sufficiency of fraud pleadings (Rule 9(b))	Fraud adequately pled against Fietsam and Holdco	Fraud claims not sufficiently specific to Fietsam individually	Pleadings sufficient to proceed; not dismissed
Integration/independent investigation clause bars counterclaims	SPA bars reliance on misrepresentations outside the agreement; parties relied only on written warranties	SPA fraud claims relate to fraud in the inducement, potentially voiding the contract	Counterclaim not barred by contract clauses at this stage
Economic loss doctrine bars fraud/tort claims	Fraud claims are contract claims dressed as torts, barred by doctrine	Fraud in the inducement is an exception; claims are extraneous to terms	Economic loss doctrine does not bar counterclaims; claim proceeds

Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (establishes plausibility standard for pleadings)
Dep’t of Agric. v. Appletree Mktg., L.L.C., 779 N.W.2d 237 (Mich. 2010) (corporate officer can be personally liable for their torts)
Hi-Way Motor Co. v. Int’l Harvester Co., 247 N.W.2d 813 (Mich. 1976) (elements of fraud under Michigan law)
MacDonald v. Thomas M. Cooley L. Sch., 724 F.3d 654 (6th Cir. 2013) (reasonable reliance in fraud claims)
UAW-GM Hum. Res. Ctr. v. KSL Recreation Corp., 579 N.W.2d 411 (Mich. Ct. App. 1998) (parol evidence and integration clauses)
Neibarger v. Universal Coops., Inc., 486 N.W.2d 612 (Mich. 1992) (economic loss doctrine under Michigan law)