Robert Bosch Corp. v. ASC Inc.

195 F. App'x 503
CourtCourt of Appeals for the Sixth Circuit
DecidedSeptember 8, 2006
Docket04-1727
StatusUnpublished
Cited by15 cases

This text of 195 F. App'x 503 (Robert Bosch Corp. v. ASC Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Robert Bosch Corp. v. ASC Inc., 195 F. App'x 503 (6th Cir. 2006).

Opinions

SILER, Circuit Judge.

Defendant ASC Inc. appeals the grant of Plaintiff Robert Bosch Corp.’s (“Bosch”) motion for summary judgment enforcing a mandatory arbitration clause contained in Bosch’s quotations, but not in ASC’s purchase orders. For the reasons set forth below, we affirm.

I.

Bosch is a Delaware corporation engaged in designing and fabricating machinery parts with its principal place of business in Illinois. ASC is a specialty automotive producer incorporated and doing business in Michigan. On or about July 13, 2001, ASC issued a written “Request for Quotation” for an “Engine Cooling Fan Assembly” (“ECF”) seeking the “cost for prototype and production volumes” at 12,-000 vehicles per year. All other terms were left open.

On March 16, 2002, Bosch faxed a “Quotation for Engine Fan Assembly” for $ 60.00 at 12,000 units. It included a handwritten notation: “Prod. Tooling $ 160,000,” and also stated that “Bosch standard terms and conditions apply where otherwise not specified.” However, no terms were printed on the form or appended thereto.

ASC issued several purchase orders (“POs”) which are divisible into two categories: “Tooling POs” and “Blanket POs.” The first PO ASC issued was a Tooling PO, number T31748A from May 14, 2002. The PO description referenced “Cooling Fan Assembly-prod Tooling” and that the “PURCHASE ORDER ISSUED PER COMPONENT RELEASE ON ECA 1564P DATED MARCH 16, 2002.” ASC later issued a Blanket PO on August 10, 2002, ordering ECFs at $ 60.00, and referencing “COMPONENT RELEASE ON ECA 01564F DATED JULY 16, 2002.” The parties agree that this referenced Bosch’s July 16, 2002 quotation.

In the spring of 2003, ASC unilaterally cancelled the ECF contract with Bosch. Bosch filed its complaint requesting damages for breach of contract and declaratory relief enforcing the arbitration clause contained in the terms and conditions incorporated in the quotations. Bosch’s terms and conditions, which the parties agree were not appended to any of the quotations, provided that “The parties agree to submit all such disputes to binding arbitration which shall be held in Chicago, Illinois.” The district court granted Bosch’s motion for partial summary judgment on the declaratory judgment claim on the basis that Bosch’s quotation was the offer and the terms were incorporated by refer[505]*505ence. Moreover, because ASC had no conflicting term, the arbitration clause in the offer controlled.

II.

We review the grant of summary judgment concerning arbitrability de novo. See First Options of Chicago Inc. v. Kaplan, 514 U.S. 938, 948, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995).

A.

This case arises under the diversity statute, 28 U.S.C. § 1332. Therefore, state law supplies the substantive rules of decision; and, as the forum state, Michigan supplies the choice-of-law rules. See Klaxon Co. v. Stentor Elec. Mfg., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941) (A federal district court sitting in diversity must apply the choice-of-law rules of the forum state).

In contract cases, Michigan has adopted a policy-centered approach based upon the Restatement (Second) of Conflict of Laws, which “require[s] a court to balance the expectations of the parties to a contract with the interests of the states involved to determine which state’s law to apply.” Equitable Life Assur. Soc’y v. Poe, 143 F.3d 1013, 1016 (6th Cir.1998). Under the restatement, a court looks to the state where the contract was negotiated and formed, and where the subject of the contract was located. See Rest.2d of Conflict of Laws § 188(2). Generally, if a foreign state demonstrates no interest in the contract, there is an irrebuttable presumption in favor of the forum state. See Sutherland v. Kennington Truck Serv. Ltd., 454 Mich. 274, 562 N.W.2d 466, 471 (1997). Here, Illinois was not the location of the negotiation, consummation or performance, nor the location of the subject matter. Therefore, Michigan law controls arbitrability.

B.

ASC argues that the “Terms & Conditions Of Sale” Bosch cites were never sent to it, and therefore, because ASC had no notice of them they never became a part of the contract. However, Bosch sent seven quotations, each stating that “Bosch standard terms and conditions apply unless otherwise specified.” Michigan law permits a party to incorporate terms or documents from other writings. See Forge v. Smith, 458 Mich. 198, 580 N.W.2d 876, 881-82 (1998). A party may not plead ignorance as an excuse if the contract is clear on its face that such terms were intended to be incorporated. See Scholz v. Montgomery Ward & Co., 437 Mich. 83, 468 N.W.2d 845, 848 (1991) (“It is well settled that the failure of a party to obtain an explanation of a contract is ordinary negligence. Accordingly, this estops the party from avoiding the contract on the ground that the party was ignorant of the contract provisions.”). To the extent ASC contends that the term was not capitalized or otherwise point to a specific document, the argument fails. In Forge, the Michigan Supreme Court held that a contract provision incorporating “architectural specifications” was sufficiently specific to conclude that it “clearly refers for some of its terms to an extraneous document.” 580 N.W.2d at 882 (internal quotations and citation omitted). Notably, those terms were not capitalized either, nor did they cite the title of the outside document. Thus, we find that the language clearly and unambiguously evinced an intent to incorporate Bosch’s standard terms and conditions. ASC’s proffered alternate construction is both unreasonable and irrelevant because the issue is notice, and ASC fails to explain why no one bothered to pick up the phone to seek clarification.

[506]*506C.

ASC contends that even if Bosch’s terms are validly incorporated, it is not bound by the arbitration clause because (1) its PO was the offer and the clause was a material addition, (2) the PO was a conditional acceptance and the fact that Bosch signed the Tooling PO meant that it accepted the terms therein to the exclusion of those on its own form; and (3) its reservation of rights and remedies clause cancelled out the arbitration clause.

1.

Generally, an offer is a manifestation of one’s intent to be bound, stating the essential terms with sufficient specificity that acceptance by another will conclude the bargain. See Challenge Machinery Co. v. Mattison Machine Works, 138 Mich. App. 15, 359 N.W.2d 232, 235 (1984). Here, both of the parties’ forms purported to be offers, and Bosch’s form also contemplated that it could be a conditional acceptance.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Hartree Partners, LP v. Esmark Steel Group-Midwest, LLC
2022 NY Slip Op 06572 (Appellate Division of the Supreme Court of New York, 2022)
Synergen Inc. v. FCA US LLC
E.D. Michigan, 2020
Mounts v. Midland Funding LLC
257 F. Supp. 3d 930 (E.D. Tennessee, 2017)
Beth Bauer v. Saginaw County
641 F. App'x 510 (Sixth Circuit, 2016)
Bauer v. County of Saginaw
111 F. Supp. 3d 767 (E.D. Michigan, 2015)
Silc v. Crossetti
956 F. Supp. 2d 957 (N.D. Illinois, 2013)
Wu v. Pearson Education, Inc.
277 F.R.D. 255 (S.D. New York, 2011)
Dow Corning Corp. v. Weather Shield Manufacturing, Inc.
790 F. Supp. 2d 604 (E.D. Michigan, 2011)
Leslie v. Carnival Corp.
22 So. 3d 567 (District Court of Appeal of Florida, 2009)

Cite This Page — Counsel Stack

Bluebook (online)
195 F. App'x 503, Counsel Stack Legal Research, https://law.counselstack.com/opinion/robert-bosch-corp-v-asc-inc-ca6-2006.