Alleged breach of the parties’ Long-Term Supply & Accommodation Agreement (LTSA); Principle that when a claim is based on a written instrument, the instrument must be attached to the pleading; MCR 2.113(C)(1); Contract interpretation; Whether the parties’ “nomination agreement” constituted a “resourcing”; Whether summary disposition was appropriate; General Motors (GM); JD Norman Industries, Inc. (JDN)

The court held that the trial court correctly dismissed plaintiff’s breach-of-contract claim against defendants-GM. Plaintiff made numerous loans to an auto supplier (nonparty-JDN) that provided parts to GM. Plaintiff and JDN entered into a LTSA with GM. Plaintiff sued GM alleging GM breached the LTSA when it signed a nomination agreement with another supplier (AAM) because that “agreement constituted a prohibited ‘resourcing.’” The court held that the trial court did not err by granting GM summary disposition because plaintiff’s pleading did not identify a claim on which relief could be granted. First, “since plaintiff attached the LTSA and nomination agreement to its first amended complaint and adopted both as true, authentic instruments, both documents” were part of the pleading and “the trial court was permitted to analyze both when determining whether plaintiff stated a claim on which relief could be granted.” As such, it “was permitted to analyze the LTSA and nomination agreement to determine whether the nomination agreement constituted a resourcing.” Second, the trial properly found the nomination agreement was not a resourcing. “[S]ince GM reserved the right to execute agreements with alternative suppliers in preparation for resourcing its component parts, including the Tier II parts that JDN was supplying, GM’s nomination agreement with AAM, although it constituted a binding contract with an alternative supplier, did not automatically violate the LTSA.” In fact, since GM “continued sourcing its Tier II parts from JDN until JDN became unable to supply the Tier II parts, the nomination agreement, signed nearly a year before GM resourced its Tier II parts to AAM, did not constitute a resourcing, but rather, was executed in preparation for resourcing.” The court found it was “evident that the nomination agreement was nothing more than an agreement made in preparation of resourcing, which GM was expressly permitted to do under the LTSA. This conclusion is consistent with the trial court’s ruling.” As a result, plaintiff “failed to allege a cause of action on which relief could be granted because the documents it incorporated in its pleading demonstrate that GM did not breach the LTSA.” Affirmed.