Breach of contract; Whether there was a breach; Damages element; Fraudulent misrepresentation; Deschane v Klug; Tortious interference with a contract; Knight Enters, Inc v RPF Oil Co

The court held that plaintiff-Mach3 Medical’s breach of contract claim failed because there was no breach and it suffered no damages. Its fraudulent misrepresentation claim also failed, and it did not properly allege a tortious interference with a contract claim. Thus, the court affirmed summary disposition for defendants-Envision Medical Group (Envision), VillageMD Eastern Michigan (VillageMD), and VMD Primary Providers Eastern Michigan (VMD). The case arose from two agreements, including a Client Services Agreement (CSA), that Mach3 entered into with Envision. “Mach3’s performance under the contract was contingent on performance by the client—first Envision, and then VillageMD and VMD.” The court concluded the trial court correctly determined “that no breach of contract occurred both because the contract did not require the client to order services from Mach3, and because Mach3 never suffered damages because it never performed services under the contract.” As to the fraudulent misrepresentation claim, Mach3 asserted “that Envision fraudulently promised that VillageMD and VMD would take over the CSA following the completion of Envision’s transfer of assets to VillageMD and VMD. Mach3 claims that these representations were false and that they were made intentionally or recklessly, with the intent that Mach3 would rely on them to its detriment” and that it did so. The court found no merit in this argument. As the trial court found, Mach3 agreed to the “transfer of the CSA from Envision to VillageMD and VMD.” The court noted that “Envision’s representation that the CSA would be transferred to VillageMD and VMD was true, and Mach3 was clearly aware of it. That VillageMD and VMD did not ultimately seek services from Mach3 does not mean that Envision fraudulently misrepresented anything related to the actual assignment of the CSA.” Finally, as to the tortious interference claim, “once the asset transfer was complete, VillageMD and VMD were parties to the contract and could not tortiously interfere with it. And because none of the defendants . . . were contractually obligated to supply work to Mach3, VillageMD and VMD could not have interfered with the contract before the asset transfer to Mach3’s detriment.” The court added that nothing about the “asset transfer process indicates that VillageMD and VMD intentionally committed a wrongful act or engaged in unlawful conduct designed to interfere with the CSA.”