Background
Oakland County awarded M S Abstract, LLC a nonexclusive contract to provide title-search services. MSA alleged that it hired additional staff in reliance on the contract but received no work after the county assigned title searches to Title Check, LLC. MSA sued the county for breach of contract and sought injunctive relief; it also asserted injunctive-relief and tortious-interference claims against Title Check.
The circuit court granted both defendants summary disposition under MCR 2.116(C)(8). It concluded that the contract allowed the county to engage other vendors, guaranteed MSA no minimum amount of work, and limited the county’s liability. The court later denied Title Check’s motion for costs and attorney fees under Michigan’s offer-of-judgment rule, reasoning that a judgment entered on summary disposition did not qualify for relief under that rule. MSA appealed, and Title Check cross-appealed the fee ruling.
The Court’s Holding
The Court of Appeals affirmed summary disposition. The contract expressly permitted Oakland County to hire others to perform the same work and did not guarantee MSA any deliverables. The exhibit describing how the county would transmit title-search information did not override those provisions, and the agreement was not illusory because the county remained obligated to pay for any work it assigned and MSA performed. The implied covenant of good faith and fair dealing could not override the contract’s express terms, while the county’s purchasing policies were not incorporated into the agreement. MSA also failed to plead recoverable damages, and the contractual limitation of liability was not unconscionable.
The court further held that injunctive relief is a remedy rather than an independent cause of action. MSA’s tortious-interference claims were, in substance, claims for interference with a contract and failed because no underlying breach occurred. Even treated as interference with a business relationship, the allegations did not identify specific unjustified or malicious conduct by Title Check. MSA also could not challenge the county’s bidding process, and whether Title Check properly submitted a bid was immaterial.
On Title Check’s cross-appeal, the court held that the circuit court applied outdated law when it ruled that summary disposition could not constitute a “verdict” under MCR 2.405. The current rule includes a judgment entered on a motion after rejection of an offer of judgment. The court therefore vacated the order denying Title Check’s fee motion and remanded for the circuit court to decide whether fees should be denied under MCR 2.405(D)(3)’s interest-of-justice exception or awarded to Title Check.
Key Takeaways
- A nonexclusive government contract that expressly guarantees no minimum quantity does not require the government to assign work to the contractor.
- The implied covenant of good faith and fair dealing cannot override express contractual terms, and injunctive relief is not an independent cause of action.
- A summary-disposition judgment qualifies as a verdict under MCR 2.405 for offer-of-judgment purposes, subject to the interest-of-justice exception.
Why It Matters
The decision underscores the importance of quantity, exclusivity, integration, and liability provisions in public-service contracts. A successful bidder may have no contractual right to receive work when the agreement expressly permits other vendors and disclaims any guaranteed volume.
The ruling also corrects the trial court’s reliance on an obsolete interpretation of Michigan’s offer-of-judgment rule. Parties obtaining summary disposition may recover actual costs under MCR 2.405 when the rule’s requirements are satisfied, although the trial court retains authority to consider the interest-of-justice exception.