Breach of contract; Statute of frauds (SOF); MCL 440.2201(1); Exception to the statute’s writing requirement (MCL 440.2201(3)(a)); 9 Williston, Contracts (4th ed), § 26:19; Exception for partial performance in MCL 440.2201(3)(c); Unjust enrichment; Conversion

The court concluded the trial court did not err in “ruling that the exemption for specifically manufactured goods in MCL 440.2201(3)(a)” did not apply to the oral agreement at issue. Also, to the extent plaintiff relied “on defendant’s partial performance to avoid application of the” SOF, this reliance was only effective “for defendant’s additional payments for parts delivered from 2015 to 2018.” Further, plaintiff’s unjust enrichment claim failed and the trial court did not err by dismissing its conversion claim. Thus, plaintiff failed to show that the trial court erred by granting defendant summary disposition. Plaintiff argued the trial court erred by holding that its claim for breach of the alleged 3/18 oral agreement was barred by the SOF. At issue was whether plaintiff could establish an exception to the statute’s writing requirement. The court agreed “with the trial court that MCL 440.2201(3)(a) is intended to protect a seller who relies on an oral agreement to manufacture goods for a specific buyer from being left with goods that cannot be sold to anyone else. The exception in MCL 440.2201(3)(a) expressly applies to goods that will be ‘specially manufactured for the buyer’ in the future, but the alleged [3/18] oral agreement did not involve such goods. Instead, plaintiff sought to recover alleged underpayments it claimed were owed by defendant for goods purchased from 2009 to 2014. The trial court’s interpretation of MCL 440.2201(3)(a)” was supported by Williston § 26:19. The alleged “oral agreement was not a contract for the sale of specifically manufactured goods, but instead involved an agreement regarding the price to pay for goods previously manufactured and delivered from 2009 to 2014. Plaintiff could not have produced the goods at issue in reliance on the 2018 oral agreement because the goods were manufactured and delivered well before that alleged agreement.” In addition, plaintiff did “not dispute that defendant paid the invoice price for those previously delivered goods.” The case did “not involve a situation where plaintiff may be stuck with specifically manufactured goods that defendant refuses to accept. Unlike a situation where goods are specifically manufactured for a buyer after an alleged oral agreement, which is a reliable indication that a contract was indeed formed, there are no circumstances here that serve as a reliable indicator that the parties formed an agreement in 2018 to pay a specific price for products previously delivered between 2009 and 2014.” Affirmed.