Kathryn L Kircher v. Boyne USA Inc

Summary

The Michigan Supreme Court held that plaintiff could not maintain a breach-of-contract claim based on defendants’ refusal to negotiate or use an alternative formula for redeeming her shares. The parties had unambiguously agreed to a formula tied to Boyne USA’s earnings and debt, and the implied covenant of good faith and fair dealing could not override that express term or create an independent contractual duty to renegotiate. The court reversed that portion of the Court of Appeals’ judgment and remanded for further proceedings, while declining review of the remaining issue concerning the debt-increasing transaction.