City of Riverview v. Prudential Security Inc, 353950

Prudential Security had provided landfill security for Riverview since 2011 and in 2014 entered a three-year contract (extended by addendum in 2017 through July 2020) to provide uniformed guards and an all-terrain vehicle to perform hourly perimeter rounds on unpaved gravel/dirt roads.
Prudential had previously noted rising vehicle-maintenance costs but did not seek a contract price change in the 2017 extension; the only negotiated change was a minimum-wage-based hourly-rate escalation clause.
After the extension, Prudential repeatedly requested higher contract payments to cover vehicle costs; Riverview denied those requests. Prudential continued performance but terminated service effective January 18, 2019.
Riverview hired Slater on a 180-day emergency contract, then awarded Slater the subsequent three-year contract; Riverview sued Prudential for breach seeking $48,423.48 (the excess Riverview paid Slater over Prudential’s contract rate).
At summary disposition the trial court ruled for Riverview: (1) impossibility/impracticability and an implied condition precedent to maintain roads did not excuse Prudential’s performance; and (2) Riverview reasonably mitigated damages by selecting Slater. This appeal was affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether impossibility or impracticability discharged Prudential’s duty	Prudential could still perform; site conditions were foreseeable and did not excuse performance.	Road conditions made performance impracticable or impossible due to excessive vehicle damage/costs.	Held for plaintiff: road conditions were foreseeable; performance was not impracticable or impossible.
Whether an implied condition precedent (Riverview maintaining roads) excused Prudential’s duty	No implied condition; Riverview maintained roads reasonably and logs show rounds were completed.	Contract required Riverview to keep roads in suitable condition; failure discharged Prudential.	Held for plaintiff: no evidence Riverview breached any implied condition; performance obligation arose.
Whether Riverview failed to mitigate damages by not choosing the cheapest replacement	Riverview reasonably selected Slater based on prior emergency performance and total cost.	Other bidders submitted lower hourly bids and Riverview should have chosen them to minimize damages.	Held for plaintiff: Riverview’s selection was reasonable (comparing total fees and service suitability); mitigation defense fails.

Roberts v Farmers Ins Exch, 275 Mich App 58 (2007) (impossibility/impracticability discharges require unforeseeable, extreme difficulty or expense).
Rogers Plaza, Inc. v SS Kresge Co, 32 Mich App 724 (1971) (foreseeability relevant to impossibility defenses).
Archambo v Lawyers Title Ins Corp, 466 Mich 402 (2002) (definition and effect of a condition precedent).
Berkel & Co Contractors v?, 210 Mich App 416 (1995) (failure of a condition precedent precludes performance claim).
Morris v Clawson Tank Co, 459 Mich 256 (1998) (duty to mitigate damages and burden on defendant to prove failure to mitigate).
1300 LaFayette East Coop, Inc. v Savoy, 284 Mich App 522 (2009) (summary-disposition review of factual issues when reasonable minds cannot differ).
Pontiac Police & Fire Retiree Prefunded Group Health & Ins Trust Bd of Trustees v City of Pontiac, 309 Mich App 611 (2015) (de novo review standard for summary disposition).
West v Gen Motors Corp, 469 Mich 177 (2003) (standard for MCR 2.116(C)(10) summary disposition).
Nuculovic v Hill, 287 Mich App 58 (2010) (when to apply C(10) standard where parties rely on evidence beyond pleadings).