Interpretation of a Memorandum of Understanding (MOU); Rory v Continental Ins Co; Unjust enrichment claim barred by contract; AFT MI v Michigan; Promissory estoppel elements; Klein v HP Pelzer Auto Sys, Inc

The court held that the MOU did not give plaintiff an enforceable right to a lease extension. The parties’ five-year lease expired in 2023. An MOU stated they would negotiate a further five-year term and identified possible rent options. The parties were unable to agree to terms for an extension and plaintiff sued, asserting “the MOU required defendant to enter into a new lease with plaintiff at the same” amount of monthly rent. The trial court granted defendant’s motion for summary disposition. On appeal, the court held that the MOU’s plain language required only that the parties “engage in negotiations,” and that reading it to mandate an extension would render the negotiation clause nugatory. The court explained that “an unambiguous contractual provision is reflective of the parties’ intent as a matter of law,” and the record showed negotiations occurred but no agreement was reached. It also concluded that unjust enrichment was unavailable because the lease expressly provided that structural improvements became the landlord’s property at the end of the term, so an express contract covered the subject. The court further held that promissory estoppel failed because there was no promise to extend the lease on which reliance could reasonably rest. Alleged factual disputes about rent, incompatibility, or premises issues were immaterial to whether the MOU created a right to an extension. Affirmed.