Breach of contract; Moser v. Detroit; Choice-of-law provision; Greenfield v. Philles Records, Inc. (NY); Brad H v. City of New York (NY); “Transaction” defined; Whether the court should use a “formalistic” or a “reasonable” expectations approach; Governing law for an award of prejudgment interest; McColl v. Wardowski; Mitchell v. Reolds Farms Co.; Mt. Ida Sch. for Girls v. Rood; Rubin v. Gallagher;; OrbusNeich Med. Co. v. Boston Sci. Group (D MA); Sutherland v. Kennington Truck Serv., Ltd.; Attorney fees; Hooper Assoc., Ltd. v. AGS Computers, Inc. (NY); Crossroads ABL, LLC v. Canaras Capital Mgmt. (NY); Indemnity provision

The court held that based on the applicable rules of contract interpretation, no reasonable person could conclude that the investor was anything other than Alaris USA, a Delaware corporation. Even if its principals were Canadians and Canadian money funded the Alaris USA transaction, it was not a Canadian company that entered into the transaction with plaintiff-Agility Health, a Michigan company; it was Alaris USA. It also held that based on Mitchell, the trial court did not err in holding that the award of prejudgment interest was governed by Michigan law. Finally, the trial court erred in ruling that defendant, upon prevailing in its breach of contract claim, was not entitled to an award of attorney fees. The court affirmed the trial court’s grant of summary disposition to defendant, reversed the order as to attorney fees, affirmed the order as to prejudgment interest, and remanded. Plaintiff argued that the trial court erred in granting summary disposition to defendant on its complaint for declaratory relief and on defendant's counterclaim for breach of contract. It contended that Alaris Royalty, not its subsidiary Alaris USA, was the actual investor in plaintiff. It argued that because in substance a Canadian company financed the investment in plaintiff, there was no “Transaction” as defined by its agreement with defendant, and it was not liable to defendant for a placement fee. The court disagreed. The parties agreed that, pursuant to the choice-of-law provision, New York law governed whether plaintiff breached the engagement letter. “Under New York law, the ‘fundamental, neutral precept’ of contract interpretation is that the contract must be construed in accordance with the parties’ intent.” Under the engagement letter, plaintiff promised to pay defendant a placement fee equal to 6% “of the gross proceeds of ‘any Transaction.’” There was nothing ambiguous about the engagement letter. It stated unequivocally that defendant was entitled to a placement fee equal to 6% of the gross proceeds of any “Transaction” as to any entity other than a Canadian investor, with two exceptions. Because the engagement letter was unambiguous, it must be enforced according to the plain meaning of its terms. Because Alaris USA was not a Canadian investor, reasonable minds could not disagree that defendant was entitled to its fee from plaintiff under the terms of the engagement letter.