DTE ENERGY TECHNOLOGIES, INC. V. BRIGGS ELECTRIC, INC.
2007 wl 674321 (2007)
NATURE OF THE CASE: DTE Energy Technologies, Inc. (P) brought suit against Briggs Electric, Inc. (D) for a breach of contract in the sale of electric generator systems. P seeks damages and declaratory relief from D seeking incidental or consequential damages and forcing P to mediate. This is a motion by D to dismiss for lack of personal jurisdiction and improper venue.
FACTS: P, a Michigan corporation, began negotiations with Hospital for the sale of electric generator systems to be installed in California. Hospital and D entered into a contract where D would act as general contractor. Hospital then directed P to attempt to negotiate a subcontract with D. Eventually D sent a Purchase Order to P. D contends that the Purchase Order constituted an offer. D argues that P accepted its Purchase Order by email which acknowledged the receipt of the Purchase Order and constituted accepted conduct. P submitted an Order Acknowledgment to D and contends that the Order Acknowledgment and the Standard Terms and Conditions of Sale attached to the Order Acknowledgment should be construed as an offer. It claims that D did not object to the terms of this alleged offer, and D accepted the alleged offer when it sent payment. As part of those terms the Agreement was to be construed in accordance with and governed by the laws of the State of Michigan and any action thereon may be brought only in a court of competent jurisdiction located in Michigan. P delivered the electric generator and argues that D has breached its obligation to pay owing excess of $880,000. D made a demand for damages arising out of delays in completion of the Project and submitted a demand for mediation against Hospital, and the general contractor seeking a declaration of the contractual rights and duties. D acknowledges that the Order Acknowledgment contains a forum-selection and choice of law clause. D contends that it did not agree to the forum-selection clause.
ISSUE:
RULE OF LAW:
HOLDING AND
DECISION:
LEGAL ANALYSIS:
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