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MSSC, Inc. v. Airboss Flexible Prods. Co.

MSSC, Inc. v. Airboss Flexible Prods. Co.

Court of Appeals of Michigan

July 29, 2021, Decided

No. 354533

Opinion

 [**720]   [*189]  Per Curiam.

Defendant/counterplaintiff challenges on appeal the trial court's denial of defendant's motion for summary disposition and grant of plaintiff's motion for summary disposition. We affirm.

I. BACKGROUND

This case arises from a contract dispute between plaintiff and defendant. Plaintiff is a "tier one" automotive supplier that supplies various original equipment manufacturers (OEMs) with parts essential for a vehicle's suspension system. Defendant is a "tier two" automotive supplier that develops and manufactures rubber-based products for various industries, including the automotive industry. Before July 2013, plaintiff contracted with an OEM to supply suspension-related parts. In July 2013, plaintiff and defendant agreed that defendant would supply and assemble various component parts that plaintiff needed for its contract with the OEM.

The parties' agreement was memorialized in a purchase order, which was [***2]  periodically amended to reflect agreed-upon changes to various terms, including pricing and delivery. The most recent purchase order was issued in 2019. The purchase order was identified as a "BLANKET" purchase order and stated:

If this Purchase Order is identified as a "blanket" order, this order is valid and binding on seller for the lifetime of the program or until terminated pursuant to [plaintiff's] Terms and Conditions. A "blanket" order may be re-issued  [*190]  annually, but that does not change its binding effect for the lifetime of the program or until terminated. Annual volume is an estimate based on the forecasts of [plaintiff's] customers and cannot be guaranteed.

The purchase order specified certain parts to be supplied by defendant, including a unit price for those parts, but did not specify a quantity of parts to be supplied, instead stating that the "[a]nnual volume [required] is an estimate based on" the forecast of the OEM.

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338 Mich. App. 187 *; 979 N.W.2d 718 **; 2021 Mich. App. LEXIS 4654 ***; 105 U.C.C. Rep. Serv. 2d (Callaghan) 493

MSSC, INC., Plaintiff/Counterdefendant-Appellee, v AIRBOSS FLEXIBLE PRODUCTS CO., Defendant/Counterplaintiff-Appellant.

Notice: THIS OPINION IS UNCORRECTED AND SUBJECT TO REVISION BEFORE PUBLICATION IN THE MICHIGAN COURT OF APPEALS REPORTS.

Subsequent History: Appeal granted by MSSC, Inc. v. Airboss Flexible Prods. Co., 968 N.W.2d 815, 2022 Mich. LEXIS 165, 2022 WL 229912 (Mich., Jan. 26, 2022)

Motion granted by MSSC, Inc. v. Airboss Flexible Prods. Co., 974 N.W.2d 189, 2022 Mich. LEXIS 1003 (Mich., May 27, 2022)

Motion granted by MSSC, Inc. v. Airboss Flexible Prods. Co., 2022 Mich. LEXIS 1349 (Mich., July 20, 2022)

Prior History:  [***1] Oakland Circuit Court. LC No. 2020-179620-CB.

MSSC Inc. v. Airboss Flexible Prods. Co, 2020 Mich. App. LEXIS 2333 (Mich. Ct. App., Mar. 25, 2020)

CORE TERMS

quantity, purchase order, summary disposition, blanket order, blanket, statute of frauds, merchants, Products, automotive, Shipping, parties, pricing, manufacture, terminated, contracts, supplied

Civil Procedure, Appeals, Standards of Review, De Novo Review, Defenses, Demurrers & Objections, Affirmative Defenses, Statute of Frauds, Judgments, Summary Judgment, Entitlement as Matter of Law, Entitlement as Matter of Law, Genuine Disputes, Appellate Review, Standards of Review, Appropriateness, Legal Entitlement, Supporting Materials, Discovery Materials, Questions of Fact & Law, Commercial Law (UCC), Subject Matter, Goods, Definition of Goods, General Provisions, Policies & Purposes, Liberal Construction, Supplemental Principles of Law, Form, Formation & Readjustment, Statute of Frauds, Formal Requirements, Governments, Courts, Judicial Precedent, Business & Corporate Compliance, Contract Formation, Consideration, Mutual Obligations, Contract Terms, Gap Filler Provisions, Output, Exclusive & Requirements Agreements, Contracts Law, Requirements, Signatures, Real Property Law, Contracts of Sale, Enforceability, Writings, Definitions, Merchants