953 F. Supp. 2d 782
E.D. Mich.2013Background
- Saab (Sweden, in receivership) and Spyker (Netherlands) sue GM for tortious interference with economic expectancy.
- GM previously owned Saab; Youngman consideration later; multiple agreements governed by GM rights.
- ATLA granted Saab non-exclusive, royalty-free license with GM consent and termination rights on control changes.
- VSA allowed GM to terminate if Saab’s control shifted or bankruptcy events occurred.
- Saab attempted a Framework Agreement with Youngman/Spyker to secure liquidity; GM opposed due to rights under ATLA/VSA.
- GM public statements claimed it could not support proposed alternatives; plaintiffs allege these caused damages.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Which law governs the tort claim? | Saab argues Michigan law applies after choosing forum; Sweden/NY less convincing. | GM asserts choice of NY or Swedish law; ultimately concedes Michigan has no conflict with NY. | Michigan law applies; balance of interests favors Michigan. |
| Existence of a valid business expectancy | Framework Agreement reflected serious negotiations; would have produced immediate benefits. | Framework Agreement was a mere strawman needing many future agreements and approvals; not a valid expectancy. | No valid business expectancy; insufficient likelihood of fruition. |
| Whether GM's statements were per se wrongful interference | GM's statements were false/misleading and meant to block the deal. | Statements were privileged, true reflections of contractual rights and legitimate business reasons. | Not per se wrongful; statements tied to contractual rights and legitimate business purposes. |
| Whether GM acted with malice | GM acted with malicious intent to hurt Saab/Spyker. | GM acted for legitimate business reasons to protect its interests. | No establishing facts of malice; actions were commercially justified. |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (plausibility pleading standard)
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (naked accusations insufficient; require facial plausibility)
- Chambers v. City of Detroit, 786 F. Supp. 2d 1253 (E.D. Mich. 2011) (per se wrongful interference requires unjustified acts)
- Mino v. Clio Sch. Dist., 255 Mich. App. 60, 661 N.W.2d 586 (Mich. Ct. App. 2003) (legitimate business reasons negate improper motive)
- Compuware Corp. v. IBM, 259 F. Supp. 2d 597 (E.D. Mich. 2002) (requires more than subjective expectancy; must be reasonable)
- Sutherland v. Kennington Truck Serv., Ltd., 454 Mich. 274, 562 N.W.2d 466 (Mich. 1997) (choice-of-law balancing framework for Michigan)