Alleged “intentional breach” of the parties’ Unit Purchase Agreement (UPA); Contract interpretation; “Any”; Harrington v Inter-State Bus Men’s Accident Ass’n; Ambiguity; Kendzierski v Macomb Cnty

The court held that the trial court did not err by granting defendants partial summary disposition of plaintiff’s claims, concluding that plaintiff’s reading of the parties’ UPA was contrary to their intent and the UPA’s language. Plaintiff alleged intentional breach of the representations and warranties in Article II of the UPA, breach of the UPA, and fraud. The trial court found that any claim for breach of representations and warranties (intentional or otherwise) was within the scope of UPA § 8.5, which provided an 18-month limitations period. It granted summary disposition for defendants as to the breach claims but denied their motion as to the fraud claim. After plaintiff amended its complaint a second time, the parties stipulated to dismiss the case. On appeal, the court concluded that the “plain and ordinary language of the UPA establishes that the parties intended for claims of Intentional Breaches of the representations and warranties in Article II be brought under” § 8.1(a). In addition, plaintiff’s interpretation of § “8.1(a) to exclude claims of Intentional Breaches would render the carve outs in” §§ 8.6(a) and 8.6(b) meaningless, and plaintiff’s “interpretation of the phrase ‘agreement or other obligation’ to include representations and warranties of Article II” contradicted the language in § 8.1(a) and other parts of the UPA. Further, under § 8.5, “representations and warranties in Article II are terminated after 18 months after the Closing Date,” regardless of how they were breached, and “the reference to the termination of representations and warranties, and then the immediate reference to any claim of indemnity under Section 8.1(a) indicates that claims for breaches of representations and warranties must be brought under” § 8.1(a). Moreover, because the UPA “consistently refers to the representations and warranties in Article II as ‘representations and warranties,’ the parties presumably intended the term ‘representations and warranties’ to have a specific meaning.” In addition, § 8.6(k) “distinguishes representations and warranties from other obligations[.]” The court also rejected plaintiff’s claim that the parties’ conflicting interpretations of the UPA rendered it ambiguous. While plaintiff argued that the court “should apply a different interpretation of Section 8.1(a), which is contrary to its plain and ordinary language, plaintiff does not specifically identify any ambiguous language in the UPA. Plaintiff merely asserts that, because the parties could interpret the contract in different ways, it” was ambiguous. But plaintiff did not “establish that the UPA contains ambiguous terms.” Affirmed.