Saab Automobile AB v. General Motors Co., 770 F.3d 436

Background

In 2010 GM sold Saab to Spyker but retained certain rights under an Automotive Technology License Agreement (ATLA), including a written-consent/termination right if Saab initiated a sale or a direct/indirect change of control involving an OEM.
By late 2011 Saab was insolvent and negotiated a last‑minute Framework Agreement with Chinese investor Youngman providing financing and an eventual ≥70% equity stake after Saab ceased relying on GM‑licensed technology.
Saab circulated an unexecuted Framework Agreement on December 16 and planned execution/closings timed to avoid imminent Swedish liquidation proceedings on December 19.
On December 17 GM spokesperson James Cain publicly stated GM would not consent to the proposed deal, citing harm to GM and shareholders and indicating GM would stop supplying components if the proposal proceeded; Youngman then declined to close and Saab filed for liquidation.
Plaintiffs (Saab/Spyker) sued GM in federal court under diversity jurisdiction, alleging tortious interference with economic expectancy under Michigan law; the district court dismissed for failure to state a claim, and the Sixth Circuit affirmed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether GM had a contractual consent right over the Framework Agreement	The Framework Agreement was drafted to avoid triggering GM’s consent right; no change of control would occur until GM‑licensed tech was removed	ATLA’s plain language unambiguously gave GM a consent/termination right over initiated sales or indirect changes of control	GM’s ATLA consent right applied to the Framework Agreement; GM reasonably interpreted the ATLA to cover the proposed deal
Whether GM’s public statements constituted per se wrongful interference	GM’s statements intentionally scuttled the deal at the last minute to force liquidation	GM acted within its contractual rights and for legitimate business reasons (protecting technology/shareholder interests)	Statements were not per se wrongful because they were motivated by legitimate business reasons and the exercise of a contractual right cannot be per se wrongful
Whether GM acted with malice (lawful act done with malice and without justification)	The timing and effect of GM’s statements show malicious intent to eliminate Saab as a competitor	Plaintiffs offered no specific affirmative acts showing improper motive; GM’s motive was legitimate	Plaintiffs failed to plead specific affirmative acts or willful malice; conduct not shown to be malicious
Whether Plaintiffs sufficiently pleaded intentional interference (required element)	Even if GM misinterpreted the ATLA, its statements caused the deal’s collapse and were intentional interference	A mistaken belief about contract rights is not the intentional, wrongful conduct required for tortious interference	Plaintiffs failed as a matter of law to allege intentional interference; at most GM’s conduct would be a mistake, which is insufficient

Key Cases Cited

Shady Grove Orthopedic Assocs., P.A. v. Allstate Ins. Co., 559 U.S. 393 (2010) (federal courts in diversity apply state substantive law and federal procedural law)
Hanna v. Plumer, 380 U.S. 460 (1965) (same principle on Erie/Hanna)
Lucas v. Monroe County, 203 F.3d 964 (6th Cir. 2000) (elements of tortious interference with economic expectancy)
Cedroni Associates, Inc. v. Tomblinson, Harburn Assocs., Architects & Planners, Inc., 821 N.W.2d 1 (Mich. 2012) (Michigan law on tortious interference)
Wausau Underwriters Ins. Co. v. Vulcan Dev., Inc., 323 F.3d 396 (6th Cir. 2003) (intentional interference requires per se wrongful act or lawful act done with malice)
Sault Ste. Marie Tribe of Chippewa Indians v. Engler, 271 F.3d 235 (6th Cir. 2001) (contract interpretation focuses on parties’ intent and plain language under Michigan law)
Stephenson v. Allstate Ins. Co., 141 F. Supp. 2d 784 (E.D. Mich. 2001) (exercise of contractual rights is not per se wrongful)