Breach of contract; Scope of services under a request for proposals (RFP); Contract interpretation; Contract modification; Promissory estoppel; Bodnar v St John Providence, Inc; Reasonable reliance; Unjust enrichment; Belle Isle Grill Corp v City of Detroit; Mediation clause

The court affirmed summary disposition for defendant-school district because the COVID-19 cleaning requirements at issue fell within the agreement’s scope, any supposed assurance of extra pay was not reasonably relied upon, and unjust enrichment was unavailable in light of the express contract. Plaintiff-cleaning contractor entered a fixed-fee custodial and maintenance agreement that incorporated the district’s RFP and a nonexclusive list of services, required plaintiff to provide all services necessary to meet the district’s regular needs, allowed the district to further describe or reasonably modify services, and contained an integration clause. During COVID-19, defendant asked for daily disinfection, fogging between student rotations, and related protocols. Plaintiff sought additional compensation based on emails and an alleged statement that it would be “taken care of.” The trial court granted defendant summary disposition of the breach of contract, promissory estoppel, and unjust enrichment claims. On appeal, the court rejected plaintiff’s argument that the COVID-19 tasks were outside the contract and that the parties modified their agreement to require extra payment. “[T]he COVID-19 services defendant requested unambiguously fell within the scope of the regular cleaning services as further described, or reasonably modified, by defendant, consistent with the terms of the Agreement. It necessarily follows that . . . there was no genuine issue of material fact that plaintiff was contractually obligated to provide the described COVID-19 cleaning services as part of defendant’s regular needs, and therefore that defendant did not breach the Agreement by refusing to provide additional compensation for those services.” The court next rejected plaintiff’s promissory-estoppel theory based on an alleged assurance by the superintendent. “Because a reasonable person would not expect compensation on the basis of a promise from one lacking the authority to provide it, there was no question of fact on the issue of whether plaintiff reasonably relied on the promise alleged to have been made by defendant.” The court also rejected plaintiff’s unjust-enrichment claim, finding the trial court “did not err by concluding that an express contract existed regarding the provision of COVID-19 services, such that an implied contract covering the same subject matter would not be proper.” Finally, the court rejected plaintiff’s argument that defendant breached the contract because it did not participate in mediation in good faith and thus should have been precluded from seeking summary disposition. “[E]ven if plaintiff had explained why it believed that defendant failed to mediate this dispute in good faith, despite the fact that defendant attended two mediations, its claim would be unsupported by the contractual language.”