DTE Energy Technologies, Inc. v. Briggs Electric, Inc.

Plaintiff is a Michigan corporation that sells electric generators. Defendant was an electrical subcontractor on a project in California who sent a Purchase Order to Plaintiff for the purchase of generators. 20 days later, Plaintiff emailed Defendant confirming the order. Almost a month later, Plaintiff sent Defendant an Order Acknowledgment that had, as an attachment, Plaintiff’s Standard Terms and Conditions for Sale. These terms contained a clause requiring that any disputes under the contract be adjudicated in a Michigan court, applying Michigan law. Eventually the two parties had disputes regarding an alleged delay in Plaintiff’s delivery and an alleged breach of contract and nonpayment by Defendant. Defendant sought mediation in California to resolve the disputes and Plaintiff sued in federal district court in Michigan for breach of contract and for a declaration that Plaintiff was not required to mediate the dispute in California based upon the forum-selection clause. Defendant claimed that the contract was formed when it sent the offer in the form of the Purchase Order which Plaintiff accepted through its conduct and that since Defendant had never agreed to the forum-selection clause, the federal court in Michigan had no jurisdiction. Plaintiff countered that the Order Acknowledgment and attached Standard Terms made up the offer, and that Defendant’s act of sending payment without objection to the terms constituted its acceptance of the offer, including the forum-selection provision.