Breach of contract; Nonexclusive contract; Implied covenant of good faith & fair dealing; Actionable damages; Unconscionability; Injunctive relief; Tortious interference; Standing to challenge public bidding; Offer of judgment; MCR 2.405; Summary disposition as a “verdict”; Interest-of-justice exception

The court held that plaintiff failed to state viable breach-of-contract, injunctive-relief, or tortious-interference claims, and lacked standing to challenge defendant-Oakland County’s bidding process. But defendant-Title Check could seek attorney fees under MCR 2.405 following summary disposition. Plaintiff contracted with the county to provide title-search services but alleged the county breached the contract by directing work to Title Check instead. On appeal, the court first rejected the contract claim because “the plain and unambiguous terms of the contract permit the behavior [plaintiff] asserts constitutes a breach.” The agreement was expressly nonexclusive, permitted the county to engage others to perform the same work, and guaranteed plaintiff no fixed quantity of work. Nor could plaintiff rely on the implied covenant of good faith and fair dealing because that covenant “‘neither overrides nor replaces any express contractual term.’” The claim independently failed because plaintiff did not “plead actionable damages,” given provisions limiting recovery and excluding lost profits and similar damages. The court also rejected plaintiff’s unconscionability argument, finding nothing about the limitation that “shocks the conscience.” As to injunctive relief, “‘an injunction is a remedy, not an independent cause of action.’” Plaintiff’s tortious-interference theories were properly treated as interference-with-contract claims and “fail as a matter of law because . . . [plaintiff] failed to state a claim for breach of contract.” Even as business-relationship claims, plaintiff did not sufficiently allege improper interference or malice. Further, applying public-bidding principles, the court reasoned that plaintiff “cannot challenge Oakland County’s bidding processes.” On Title Check’s cross-appeal, however, the court held that the trial court applied outdated law in denying offer-of-judgment sanctions. Under the current rule, “‘[a] judgment resulting from a grant of summary disposition is a verdict for purposes of imposing sanctions pursuant to MCR 2.405.’” The court affirmed summary disposition, vacated the attorney-fee ruling, and remanded for consideration of the interest-of-justice exception.