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Warner Norcross + Judd LLP is a corporate law firm with over 230 attorneys serving clients in nine offices throughout Michigan. Among the largest law firms in Michigan, Warner works in virtually all areas of business law.

Michigan Law Firm - Warner Norcross + Judd LLP

The litigation in FCA UC, LLC v Kamax, Inc. ended abruptly yesterday without a decision from the Michigan Supreme Court. The case concerned the enforceability of a supply contract containing a quantity expressed as a range of the buyer’s requirements, and was expected to result in a highly anticipated decision from Michigan’s highest court this year. That will no longer happen.

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Several weeks ago, Stellantis and Kamax filed an agreement to dismiss the case following a settlement reached between the parties. They did so just two days before the case was set for oral argument. But the Michigan Supreme Court did not immediately grant the request for dismissal.

The Court has the discretion to still hear cases that have been settled if the request for a dismissal is filed too close to the scheduled argument. That was the case here — and there was real anticipation in the automotive industry that the Court might exercise that discretion. This was especially so given the number of amicus briefs that had been filed. Amicus briefs are submitted by non-parties to the case with an interest in the outcome, and a significant number of suppliers and OEMs had filed such briefs with the Court.

Warner Norcross + Judd LLP has blogged previously about the case and its stakes <a href="https://www.wnj.com/updates/michigan-supreme-court-to-provide-clarity-on-enforceability-of-requirements-language/" target="_blank" rel="noreferrer noopener">here</a> and <a href="https://www.wnj.com/updates/michigan-court-of-appeals-splits-with-federal-courts-and-holds-standard-stellantis-contract-terms-enforceable/" target="_blank" rel="noreferrer noopener">here</a>. The case concerns the enforceability of a supply contract for “approximately 65%–100% of the buyer’s requirements.” As part of the Kamax case, the Court had also agreed to review a 2020 Michigan Court of Appeals decision that had upheld the enforceability of a provision allowing the buyer the option to purchase “between one part and 100% of the buyer’s requirements.” The case between Stellantis and Kamax had been dubbed by some “AirBoss II” due to its potential to shift substantial contracting power and leverage back to customers following the Michigan Supreme Court’s 2023 decision in AirBoss. (Warner Norcross + Judd LLP represented AirBoss in its victory in that case).

But Kamax did not prevail at the Court of Appeals and, given its settlement with Stellantis, suppliers will now have to wait for an answer from Michigan’s highest court. By agreeing to hear the case in the first place, the Michigan Supreme Court expressed a clear willingness to address whether buyers can maintain this level of unilateral power to dictate volume following the AirBoss decision. But whether the Court ever gets that chance will now depend on another supplier taking up the mantle.

Warner Norcross + Judd LLP continues to monitor case law developments in this space and is ready to provide clients with guidance on how to navigate this and other supply chain issues.

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Adam T. Ratliff

Kamax and Stellantis Litigation Ends Without a Michigan Supreme Court Decision

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Kamax and Stellantis Litigation Ends Without a Michigan Supreme Court Decision

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