Easom Automation Systems v. Thyssenkrupp Fabco Corp.

Easom Automation Systems, Inc. (Easom) (plaintiff) was a Michigan corporation. Thyssenkrupp Fabco Corporation (Thyssenkrupp) was an Ontario, Canada corporation. On July 19, 2005, Easom quoted Thyssenkrupp a price of $5.4 million for a space-bar assembly system (SBA). That same day, Thyssenkrupp orally instructed Easom to begin work, which Easom did. On August 30, Thyssenkrupp issued a written purchase order, which provided that Ontario law would apply to any dispute. On October 21, Thyssenkrupp instructed Easom to deliver the SBA in an as-is condition by December 31 and to continue the remaining work at Thyssenkrupp’s facility. Easom complied with Thyssenkrupp’s request. Before doing so, Easom permanently affixed its name and address to the SBA’s component parts. On March 9, 2006, Easom filed a financing statement for the SBA with the Ontario Ministry of Consumer and Industry Services. When Thyssenkrupp did not pay approximately $1.5 million for the SBA, Easom sued Thyssenkrupp in Michigan federal court, seeking immediate possession of the SBA pursuant to Michigan’s Special Tools Lien Act (Lien Law). Easom contended that it was entitled to immediate possession because it had permanently affixed its name and address to the SBA, perfected its security interest via the financing statement, demanded payment, and waited 90 days for payment before seeking possession. Thyssenkrupp moved to dismiss Easom’s suit on forum non conveniens grounds based on, among other things, the purchase order’s choice-of-law provision. Easom responded that the purchase order was not part of the parties’ contract. Rather, per Easom, the parties entered into a valid contract pursuant to the United Nations Convention on Contracts for the International Sale of Goods (CISG) on July 19, when Thyssenkrupp orally asked Easom to begin work based on Easom’s quoted price. The court denied Thyssenkrupp’s motion without deciding what law applied. Easom then moved for immediate possession pursuant to the Lien Law. Thyssenkrupp opposed Easom’s motion, again relying on the purchase order. In Thyssenkrupp’s view, the purchase order was the relevant contract offer, which Easom accepted. Because Ontario law did not have a provision comparable to the Lien Law, Thyssenkrupp argued that Easom was not entitled to immediate possession.