Background
Michigan resident Matthew Simoncini paid $90,000 for a rare 1968 Chevrolet Corvette L89 advertised online by Ohio-based Harwood Motors. The listing described the Corvette as extensively serviced, mechanically sound, and ready to drive. Co-owner Matthew Harwood also allegedly confirmed the listing’s accuracy and stated that he had personally driven the car and would vouch that it was “mechanically excellent.”
After the Corvette was delivered to Michigan, Simoncini claimed that it malfunctioned, had extensive improperly repaired collision damage, and later caught fire while he was driving it. He sued Matthew and Melanie Harwood and Harwood Motors for breach of express and implied warranties, fraudulent and innocent misrepresentation, violations of the Michigan Consumer Protection Act, and unjust enrichment. The circuit court granted defendants summary disposition on all claims, adopting their arguments that Ohio law governed and that the purchase agreement’s “as is” terms barred recovery.
The Court’s Holding
The Court of Appeals held that Ohio law governed the contractual warranty claims because the contract was formed in Ohio when Matthew Harwood accepted Simoncini’s offer, and the Corvette was located there throughout negotiation, formation, and performance. Under Ohio law, however, the website statements and Harwood’s e-mail assurances could constitute express warranties forming part of the bargain. Because those assurances were fundamentally incompatible with the purchase agreement’s disclaimers, the disclaimers were ineffective as to the express-warranty claim. The court nevertheless affirmed dismissal of the implied-warranty claim because the conspicuous “as is” clause validly disclaimed implied warranties and was not procedurally unconscionable.
Michigan law governed the tort, equitable, and statutory claims because Michigan had the greater interest in protecting its resident and ensuring the safety of vehicles on its roads. The court affirmed dismissal of the fraudulent- and innocent-misrepresentation claims under the economic loss doctrine because the alleged misrepresentations concerned the Corvette’s condition and were indistinguishable from the express-warranty allegations. It reversed dismissal of the Michigan Consumer Protection Act claim because an out-of-state contract governed by another state’s law does not preclude an MCPA claim by a Michigan resident allegedly injured in Michigan.
The court also reinstated the unjust-enrichment claim against Matthew and Melanie Harwood. Although an express contract generally forecloses an implied-contract remedy covering the same subject, the submitted purchase agreement identified Harwood Motors as the contracting party, contained an illegible signature, and did not establish the signatory’s capacity. Defendants therefore had not adequately supported summary disposition for the individual defendants. The court affirmed in part, reversed in part, and remanded.
Key Takeaways
- A valid “as is” clause may disclaim implied warranties under Ohio law, but it does not necessarily defeat specific express warranties that formed part of the bargain.
- Different choice-of-law analyses may govern contract claims and related tort, statutory, and equitable claims arising from the same transaction.
- The economic loss doctrine bars fraud claims based on representations about a product’s quality or characteristics when those representations are indistinguishable from alleged contractual warranties.
- An express contract with a corporation does not automatically defeat an unjust-enrichment claim against individuals when the record does not establish that those individuals were parties to the contract.
Why It Matters
The decision underscores that sellers cannot necessarily rely on broad “as is” language to erase concrete pre-sale promises about a vehicle’s condition. Specific representations in online listings, e-mails, or conversations may create enforceable express warranties even when implied warranties have been validly disclaimed.
It also illustrates the claim-specific nature of choice-of-law analysis. Applying another state’s law to a sales contract does not automatically displace Michigan law governing related tort, equitable, or consumer-protection claims.