Negligence & Intentional Tort

This summary also appears under Business Law

 

Issues: Claim for tortious interference with economic expectancy under Michigan law; Lucas v. Monroe Cnty.; Cedroni Assocs., Inc. v. Tomblinson, Harburn Assocs.; "Intentional interference"; Wausau Underwriters Ins. Co. v. Vulcan Dev., Inc.; Stephenson v. Allstate Ins. Co. (ED MI); Jim-Bob, Inc. v. Mehling; "Maliciousness"; Power Tools & Supply, Inc. v. Cooper Power Tools, Inc. (ED MI); Mino v. Clio Sch. Dist.; Automotive Technology License Agreement (ATLA)

Court: U.S. Court of Appeals Sixth Circuit

Case Name: Saab Auto. AB v. General Motors Co.

e-Journal Number: 58449

Judge(s): Siler, Batchelder, and Donald

 

[This appeal was from the ED-MI.] Plaintiff-Saab's claim against defendant-GM for tortious interference with economic expectancy under Michigan law failed because GM's statements did not constitute per se wrongful or malicious acts - they were made within its contractual consent right and concerned legitimate business reasons for not consenting to the agreement between Saab and its investor. Saab claimed that GM "made public statements that caused a transaction between Saab and a Chinese investor to fall through, thereby driving Saab into bankruptcy." The court agreed with the district court that Saab failed to state a claim where it did not establish intentional interference by GM. When GM originally sold Saab, it granted Saab a license to use certain GM intellectual property through an ATLA. However, when Saab later had financial difficulties, GM refused to approve the "Framework Agreement" between Saab and Zhejiang Youngman Lotus Automobile Co., Ltd. (Youngman) because it would "involve[] Chinese ownership or control of its licensed technology." Youngman then backed out of the agreement, and Saab blamed the failed deal on statements GM made regarding its position on its technology rights. As an initial matter, the court affirmed that the ATLA unambiguously granted GM the right to consent regarding the Framework Agreement. It then upheld the district court's ruling that Saab failed to prove that GM "intentionally interfered" with plaintiffs' alleged economic expectancy. The statements were not "wrongful" because, in its public statements, "GM openly cited its concern that the sale to Youngman would be detrimental to GM and its shareholders as the basis for not consenting to the Framework Agreement." As GM "was motivated by legitimate business concerns about the Framework Agreement, its statements do not constitute improper motive or interference." The statements also were not "malicious" where they "'were motivated by legitimate business reasons . . . .'" And most importantly, Saab did not argue that GM's statements were intentional. The essence of plaintiffs' argument was that GM misinterpreted the ATLA. Thus, they were arguing that "GM's statements were the result of a mistake." Because Saab failed to establish that GM intentionally interfered with an economic expectancy, the court declined to address whether Saab "had a valid business expectancy in the Framework Agreement." The district court's grant of GM's motion to dismiss was affirmed.

 

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