Where a complaint has been filed alleging breach of an agreement to supply the materials and to erect a pre-engineered metal building, the defendant is entitled to summary judgment under the “first material breach” rule.
“Plaintiffs Ramina Odah and MCB Ventures, LLC initiated this action against Defendant Revere Steele, LLC in the Berrien County Circuit Court alleging claims for breach of contract, tortious interference with contract or an advantageous business relationship or expectancy, unjust enrichment/restitution, and conversion arising out of Revere’s agreement with Odah to supply the materials for and erect a pre-engineered metal building on property in Niles, Michigan. … Revere removed the action to this Court on October 11, 2024, alleging diversity of citizenship as the basis for removal jurisdiction. …
“Presently before the Court is Revere’s Motion for Summary Judgment. … The motion is fully briefed and ready for decision. For the following reasons, the Court will GRANT the motion and dismiss Plaintiffs’ complaint with prejudice. …
“In Count I of their complaint, Plaintiffs allege that, although they demanded that Revere accept payment for the remaining materials and construction of the building or issue them a full refund, Revere breached the purchase contract by failing to deliver the additional materials to the Property and complete construction of the building or refund Plaintiffs the funds they paid to Revere. …
“Revere contends that Odah’s breach of contract claim fails because it is undisputed that it satisfied all of its contractual obligations by: (1) performing the initial work in exchange for the first payment of $65,000.00; and (2) providing Odah all of the construction materials that had been produced at the time Odah notified Revere of her inability to pay for all of the materials at the time of delivery, in exchange for a payment of $170,250 from Odah. Revere argues that Odah’s failure to order and pay for the remaining materials and labor to construct the building constituted a substantial breach that relieved Revere of further performance. Revere contends that Michigan’s ‘first material breach’ rule precludes Odah from claiming Revere breached the contract. …
“Odah responds that summary judgment is improper because questions of fact remain about the parties’ course of performance. …
“Contrary to Odah’s assertions, no genuine dispute of material fact remains to preclude summary judgment on her breach of contract claim. The evidence, which is undisputed, shows that at the end of February 2022, Odah notified Revere that she could not afford to make the $248,750.00 payment for the delivery of the fabricated materials. … Such failure was not simply a breach, but a substantial material breach, as it precluded Revere from completing its performance under the contract. …
“As Odah correctly points out, however, Revere waived the breach by agreeing to modify the contract to allow Odah to pay for only the materials that had been completed and to obtain the remaining materials and labor for constructing the building later when she had the funds — ‘about a month later’ — according to Odah. … Nonetheless, after Revere waived Odah’s first breach and continued its performance by providing her the existing building materials, Odah breached the contract once again by stating in no uncertain terms on August 27, 2022, that she had depleted all of her funds and was ‘unable to move forward with [her] build.’ … Based on the foregoing rule, Odah’s subsequent breach of the contract precludes her from suing Revere for breach of contract.
“Apart from the ‘first material breach’ rule, the repudiation doctrine precludes Odah’s breach of contract action. …
“In addition to the foregoing grounds, although Revere does not specifically raise the issue, the summary judgment record indisputably shows that the parties considered their contract abandoned. …
“In Count II, Plaintiffs allege a claim for tortious interference with a contract or advantageous business relationship or expectancy. As an initial matter, Plaintiffs cannot establish a claim for tortious interference with a contract because they cannot establish the first element, the existence of a contract. …
“Plaintiffs’ claim thus boils down to one for tortious interference with a business or contractual expectancy, the elements of which are: (1) the existence of either a valid business relationship or the expectancy of such relationship; (2) knowledge of the relationship or expectancy on the part of the defendant; (3) intentional interference by the defendant that causes the breach or termination of the relationship or expectancy; and (4) resultant damages to the plaintiff. …
“The claim fails on the third element. …
“In Count III, Plaintiffs allege that Revere was unjustly enriched because while Odah paid Revere $170,250.00 for some of the building materials, which she received, Revere refuses to provide the remaining building materials or the labor for the construction of the building. Plaintiffs allege that they conferred a benefit upon Revere by paying it for the stamped structural drawings—which they admit they received—that are useless without the final materials and construction of the building on the Property. …
“This claim fails for two simple reasons. First, an express contract exists covering Odah’s purchase of the building materials and Revere’s labor. Second, Plaintiffs fail to show that Revere received a benefit which is inequitable for it to retain. While Odah paid Revere some of what was due under the contract, it is undisputed that she received the services and materials that the payments covered. Revere did not provide Odah the remaining materials and labor because she failed to make the required payments. Revere was not unjustly enriched.”