Saab Automobile AB et al v. General Motors Company

Filing 26

ORDER Granting 9 Defendant's Motion to Dismiss. Signed by District Judge Gershwin A. Drain. (Bankston, T)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
SAAB AUTOMOBILE AB, et al.,
Plaintiffs,
Case No. 12-cv-13432
Honorable Gershwin A. Drain
v.

GENERAL MOTORS COMPANY,
Defendant.
____________________________/

ORDER GRANTING DEFENDANT’S MOTION TO DISMISS [#9]

I. INTRODUCTION
Presently before the Court is Defendant’s Motion to Dismiss. The parties had oral
arguments on June 10, 2013. For the reasons that follow, Defendant’s Motion to Dismiss
is GRANTED.
II. PROCEDURAL AND FACTUAL HISTORY
Plaintiffs filed this action on August 6, 2012. This case arises from a state-law claim
of alleged Tortious Interference with Economic Expectancy. Plaintiff Saab Automobile AB
(“Saab”) is a company, currently in receivership, organized under the laws of Sweden with
its principal place of business in Trollhättan, Sweden. Plaintiff Spyker (“Spyker”) is a limited
liability company organized under the laws of the Netherlands with its principal place of
business in Zeewolde, Netherlands. Spyker is the current parent company to Saab.
Defendant, General Motors Company (“GM”) is organized under the laws of Delaware with
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its principal place of business in Detroit, Michigan.
GM and Saab have a business relationship that goes back to January of 1990 when
GM purchased a fifty percent interest in Saab-Scania AB to form Saab Automobile AB. In
January of 2000, GM exercised an option to purchase the remaining fifty percent and Saab
became a wholly owned subsidiary of GM until February 2010. See Compl., Dkt. No. 1, pg.
3; Mot., Dkt. No. 9-1, pg. 7. On February 23, 2010, Spyker purchased Saab from GM and
acquired a majority interest in Saab, while GM maintained a minority interest through
preferred shares. Id.
It is important to note, that the sale – whereby GM transferred ownership and control
of the Saab brand to Saab – there were several important agreements made between the
parties. Id. at 10. One of the agreements, the Automotive Technology License Agreement
(“ATLA”), granted Saab a non-exclusive, non-transferable, royalty-free license to make and
assemble certain Saab models. The ATLA consisted of GM intellectual property and
provided that Saab could not assign, transfer, or delegate any of the rights granted to Saab
by GM. See Compl., Dkt. No. 1-3, ATLA, ¶ ¶ 4.2 (a), 14.9(a).
More specifically, the ATLA provided that GM was able to terminate the agreement
upon written notice to Saab:
a) if SAAB initiates a sale or transfer of all or substantially all of its assets
including to an Affiliate without the prior written consent of [GM];
b) upon a SAAB corporate decision to liquidate;
c) if SAAB initiates a direct or indirect Change of Control to an OEM or OEM
related entity without the prior written consent of [GM].

Id., ATLA, ¶ 12.3.
A second agreement, in addition to the ATLA between Saab and GM, was the

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Vehicle Supply Agreement (“VSA”). The VSA provided that GM would continue to supply
Saab with certain vehicles and parts. GM was also entitled to cancel the VSA if Saab
“voluntarily enter[ed] bankruptcy, receivership, liquidation, composition of creditors,
dissolution or similar proceeding.” See Compl., Dkt. No. 1-5, VSA, ¶ 9.2 (b). Additionally,
GM could terminate the VSA “in the event twenty percent (20%) or more of SAAB becomes
owned or controlled, directly or indirectly, by another [OEM] without prior written consent
of the GM Parties.” Id. at ¶ 9.3 (a).
Towards the end of 2010, Saab’s financial position “became increasingly
precarious.” See Compl., Dkt. No.1, pg. 12. From May of 2011 until early-December of
2011, in an effort to obtain financial stability, Saab attempted to enter into multiple
investment arrangements with Zhejiang Youngman Lotus Automobile Co., Ltd.
(“Youngman”), a Chinese manufacturer that produces commercial vehicles, busses,
passenger cars, and automobile components. See Mot., Dkt. No. 9-1, pg. 3. GM ultimately
refused to approve of any agreements that Saab proposed that involved Chinese
ownership or control of GM licensed technology. See Id.; Compl. Dkt. No. 1, pgs. 17-19.
In an effort to avoid liquidation, Saab attempted to “secure immediate liquidity in
advance of a court hearing on Monday, December 19, 2011, by entering into a ‘Framework
Agreement’ with Spyker and Youngman. Id. at 20. Saab stated its ultimate goal was to
structure the Framework Agreement in a way as to “avoid any implication of the ATLA or
any other agreement between GM and Saab; [the Framework Agreement] did not require
any consent or approval from GM.” Id. (emphasis in original).
The unexecuted Framework Agreement was structured where Youngman would
have no immediate participation in Saab or Spyker. In fact, Youngman’s loan would not be
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converted into an equity interest in Saab until after Saab discontinued its use of GM’s
proprietary technology in all Saab vehicles. See Id. at 20-21; see also Mot., Dkt. No. 9-1,
pg. 9. The Framework Agreement provided for Youngman and Saab to enter into further
agreements and commitments as needed with the intent to execute the Framework
Agreement by December 19, 2011, or no later than December 31, 2011. See Compl., Dkt.
No. 1-4, Framework Agreement, pgs. 2-3. There were no fewer than ten separate
agreements that were required to be negotiated and entered into in order to successfully
close on the Framework Agreement. For example, some of the agreements included:
transfer of Saab shares and assets to an entity created by Saab and Youngman called
(“JVB”) where each own 50% shares, a JVB technology license agreement, a technology
services agreement, and a series of China joint venture agreements. See generally,
Compl., Dkt. No. 1-4, Framework Agreement.
On December 17, 2011, GM spokesperson, James Cain (“Cain”) issued a public
statement that:
Saab’s various new alternative proposals are not meaningfully different from
what was originally proposed to General Motors and rejected. Each proposal
results either directly or indirectly in the transfer of control and/or ownership
of the company in a manner that would be detrimental to GM and its
shareholders. As such, GM cannot support any of these proposed
alternatives.
See Compl., Dkt. No. 1, pg. 21-22; Mot., Dkt. No. 9-1, pg. 10.
On the same day, Cain was further quoted in a Swedish newspaper stating:
“[I]t is wrong that Saab claims that they can do this deal without consulting
us. We cannot continue to provide Saab with components and manufacture
the 9-4x if this proposal remains. This proposal is similar to other proposals
submitted in recent weeks.”
See Compl., Dkt. No. 1 pg. 22; Mot., Dkt. No. 9-1, pg. 10.
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It is these statements that Plaintiffs claim were the direct and proximate cause of
GM’s wrongful and tortious interference with Saab’s and Spyker’s economic expectancies
in the Framework Agreement. Plaintiffs claim that they have been damaged in the amount
of $3,000,000,000, representative of the company’s projected value through 2016 under
the Framework Agreement.

III. LAW AND ANALYSIS
A. STANDARD OF REVIEW
FED R. CIV. P. 12(b)(6)
Federal Rule of Civil Procedure12(b)(6) allows the court to make an assessment as
to whether the plaintiff has stated a claim upon which relief may be granted. See Fed. R.
Civ. P. 12(b)(6). "Federal Rule of Civil Procedure 8(a)(2) requires only ‘a short and plain
statement of the claim showing that the pleader is entitled to relief,' in order to ‘give the
defendant fair notice of what the ... claim is and the grounds upon which it rests.'" Bell
Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007) (citing Conley v. Gibson, 355 U.S. 41,
47 (1957). Even though the complaint need not contain "detailed" factual allegations, its
"factual allegations must be enough to raise a right to relief above the speculative level on
the assumption that all of the allegations in the complaint are true." Ass'n of Cleveland Fire
Fighters v. City of Cleveland, 502 F.3d 545, 548 (6th Cir. 2007) (quoting Bell Atlantic, 550
U.S. at 555).
The court must construe the complaint in favor of the plaintiff, accept the allegations
of the complaint as true, and determine whether plaintiff's factual allegations present
plausible claims. To survive a Rule 12(b)(6) motion to dismiss, plaintiff's pleading for relief
must provide "more than labels and conclusions, and a formulaic recitation of the elements
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of a cause of action will not do." Id. (citations and quotations omitted). "[T]he tenet that
a court must accept as true all of the allegations contained in a complaint is inapplicable
to legal conclusions." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). "Nor does a complaint
suffice if it tenders ‘naked assertion[s]' devoid of ‘further factual enhancement.'" Id. "[A]
complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief
that is plausible on its face.'" Id. The plausibility standard requires "more than a sheer
possibility that a defendant has acted unlawfully." Id. "[W]here the well-pleaded facts do
not permit the court to infer more than the mere possibility of misconduct, the complaint has
alleged–but it has not ‘show[n]'– ‘that the pleader is entitled to relief.'" Id. at 679.

B. Governing Law
GM argues that Saab has styled its complaint as a tort in an effort to avoid choice
of law and venue selection clauses that exist in favor of New York in the alleged contracts
Saab references in its complaint. See Mot., Dkt. No. 9-1, pg. 12. It subsequently concedes
to venue in Michigan with the caveat that Michigan’s choice-of-law rules are applicable to
the facts in this case. Id. The Court will now turn to Michigan’s choice-of-law rules.
“Because this is a diversity action, the law of the forum State, including the
choice-of-law rules, apply." Montgomery v. Wyeth, 580 F.3d 455, 459 (6th Cir. 2009) (citing
Uhl v. Komatsu Forklift Co., 512 F.3d 294, 302 (6th Cir. 2008)). "Generally speaking, a tort
claim filed in a Michigan court will be governed by Michigan law 'unless a rational reason
exists to displace it.'" Gass v. Marriott Hotel Servs., Inc., 558 F.3d 419, 425 (6th Cir. 2009)
(citing Watkins & Son Pet Supplies v. Iams Co., 254 F.3d 607, 611 (6th Cir. 2001) (quoting
Olmstead v. Anderson, 428 Mich. 1, 25 (1987))). More specifically, "Michigan choice of law
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principles provide that Michigan law applies absent a rational reason -- such as another
State's interest -- to apply other law." Daimler-Chrysler Servs. North America, LLC v.
Summit Nat'l, Inc., 289 F. App'x 916, 921 (6th Cir. 2008) (citing Sutherland v. Kennington
Truck Serv., Ltd., 454 Mich. 274, 284 (1997)), cert. denied, 556 U.S. (2009).
GM contends that because the Complaint allegations reference three contracts
between GM or its affiliates and Saab, there are thus, three possibilities for governing law
in this case: Sweden, New York, and Michigan. Id. at 13.
New York: GM argues that New York has an interest in having its law applied in this
case. GM points to three contracts Saab attached to its complaint that state New York laws
applied to the contracts. See Mot., Dkt. 9-1, pg. 14. Moreover, GM asserts that New York
laws should govern “the rights of the parties” as allegedly negotiated in a Master
Agreement between GM and Saab upon GM’s transfer of ownership to Saab. Id; see
generally, Compl., Dkt. No. 9-1.
However, GM concedes that New York and Michigan are not in conflict. And when
there is no conflict regarding the law between different states, no need exists to make a
choice of law decision. See In re Aircrash disaster Near Monroe, Mich. On Jan. 9, 1997,
20 F. Supp 2d 1110, 111 (E.D. Mich 1998); In re Rezulin Prods. Liab. Litig., 390 F. Supp
. 2d 319, 330 (S.D.N.Y. 2005). Therefore, the Court will not spend time on this argument
in light of GM’s concession.
Sweden: GM argues that because Saab is a company organized under the laws of
Sweden then Swedish law would apply. Yet, GM takes the position that the type of claim
Saab alleges here does not exist under Swedish law. See Mot., Dkt. No. 9-1, pg. 13.
Contrarily, Saab argues that presumptively Sweden would have an interest in this
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litigation under Sweden law because it would have an interest in protecting its citizens and
plaintiffs. See Resp., Dkt. No. 15, pg. 14. Saab agrees with GM that in Sweden, this claim
would not be cognizable because it does not contain criminal conduct associated with the
tortious interference. Unlike GM, Saab concludes that although Sweden may have an
interest in this case, Michigan’s interest is equally significant. Thus, Saab contends, that
under Michigan’s choice-of-law rules, Michigan law would apply. The Court agrees with
Saab.
To determine if a reason is rational to usurp Michigan law, the Court applies a twostep analysis. First the Court determines whether there is any foreign State that has an
interest in having its law applied. “If no State has such an interest, the presumption that
Michigan law applies cannot be overcome. . . .” Miller v. Airborne Express, Inc., 2008 U.S.
Dist. LEXIS 5451, at *3 (E.D. Mich. July 27, 2008) (citing Sutherland, 454 Mich at 286.)
Second, if a foreign State does have an interest in having its substantive law applied, the
Court must determine whether Michigan’s interests mandate that its law be applied despite
the foreign State’s competing interests. See Sutherland, 454 Mich. at 286.
Here, it is undisputed that Sweden has an interest in having its law applied. Saab
is a Swedish corporation under receivership in Sweden. One of the two allegedly tortious
actions that took place arose out of an interview given to a Swedish newspaper. Even given
Sweden’s interests in having its law applied, Michigan’s interests are equally substantial.
GM is located in Detroit and has contacts throughout the state of Michigan. The alleged
tortious actions originated from GM’s personnel located in Michigan. Thus, as Michigan’s
“balancing approach most frequently favors using the forum’s (Michigan’s) law,” the Court
believes that a proper balance favors the application of Michigan law in this case as well.
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See Hall v. GMC, 229 Mich. App. 580, 585 (1998).
Michigan: GM begins its Michigan choice of law argument by asserting again that
the parties’ alleged choice of New York law to govern the overall rights of the parties should
be the prevailing law applied in this case. Then this Court, for the same reasons it agreed
with GM in its New York choice-of-law argument, agrees that there is no conflict between
New York law and Michigan law. And GM concedes that there is no reason for the Court
to choose between New York law and Michigan law. See Infra pg.7.

C. Tortious Interference with Economic Expectancy
Saab alleges that GM intentionally interfered with its economic expectancy by
making two defamatory statements. The statements were made on December 17, 2011,
by James Cain, a GM spokesperson. The first statement was issued in a press release,
and the second statement was quoted in an interview published in a Swedish newspaper.
The genesis of GM’s statements were that GM “cannot support any of the proposed [Saab]
alternatives,” and that “it is wrong that Saab claims they can do this deal without consulting
us.” See Compl., Dkt. No. 1, pgs. 21-22.
To prevail on a claim of tortious interference with economic expectancy, Saab must
prove the following:
(1) the existence of a valid business relationship or
expectancy; (2) knowledge of the relationship or expectancy on
the part of the defendant; (3) intentional interference causing
or inducing a termination of the relationship or expectancy; and
(4) resultant actual damage.

Maiberger v. City of Livonia, 724 F. Supp. 2d 759, 776 (E.D. Mich. 2010) (quoting Lucas

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v. Monroe County, 203, F.3d 964, 978-79 (6th Cir. 2000)); see also Laurence G. Wolf
Capital Mgmt. Trust v. Ferndale, 2009 Mich. App. LEXIS 368, Case No. 282565 at *41-2
(Feb. 19, 2009).
GM raises two arguments as to why they are entitled to dismissal pursuant to
Federal Rule of Civil Procedure Rule 12 (b) (6). First, GM argues that the “expectancy”
Plaintiffs allege is really agreements to negotiate a series of additional agreements, “all of
which were subject to multiple approvals and contingencies, that combine to make the
‘expectancy’ wholly uncertain as a matter of law.” See Mot., Dkt. No. 9-1, pg. 18. Second,
GM contends that it had the contractual right to approve Saab’s proposed transactions with
Youngman, and that any statements that it made regarding those rights could not be
improper interference as a matter of law. Id.

1. Existence of a Valid Business Relationship or Expectancy
GM argues that Plaintiffs fail in their efforts to support the existence of a valid
business expectancy. GM asserts that the Framework Agreement illustrates that prior to
the deal closing, “Saab and Youngman needed to negotiate and enter into no fewer
than ten additional agreements and commitments, as well as seek out and obtain the
consent of three separate governments, EU, Sweden, and China.” See Id. at 31. GM
maintains that agreements – yet to be negotiated – would define the contractual
relationships and represent the true substance of the business venture between Saab,
Youngman, and Spyker. These agreements consisted of, for example, the Chinese joint
venture agreement, the merger agreement between Saab and JVB, and the technology
licensing agreements from Saab to JVB and Youngman respectively. Id.
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In addition to obtaining and entering into multiple contractually negotiated
agreements, GM maintains that the required regulatory approvals were also significant
because the various required governmental approvals were historically not easy to
come by. See Comp., Dkt. No. 1, ¶¶ 82, 91. Thus, GM argues that Plaintiffs lacked an
objectively reasonable expectation that the Framework Agreement and required related
agreements would actually come to fruition in the required time frame.
On the other hand, Plaintiffs argue that the unsigned Framework Agreement was
the “embodiment of an agreement reflecting months of negotiations and at least four
separate written proposals.” See Resp., Dkt. No. 15, pg. 27. Plaintiffs maintain that, but
for GM’s wrongful interference, the parties were poised and committed to finalizing their
business relationship. Plaintiffs further assert that they only need to show a likelihood
that future business would have occurred. Indeed, Plaintiffs contend, the Framework
Agreement committed each party to the relationship with immediate and concrete
benefits to Saab with the imminent infusion of ten million Euros to continue its
operations. See Id. at 27.
Under Michigan law, to satisfy the element of a “valid business expectancy,”
Plaintiffs must show that they had more than a “subjective expectation of entering into a
[business] relationship.” See Compuware Corp. v. IBM, 259 F. Supp. 2d 597, 604 (citing
Grand Rapids Plastics, Inc. v. Lakian, 1997 U.S. Dist. LEXIS 20371, Case No. 96-cv73615DT at *35 (E.D. Mich. Nov. 14, 1997)(“The expectancy must be a reasonable
likelihood or probability, not mere wishful thinking.”). Here, the “expectancy” Plaintiffs
allege was nothing more than an agreement to negotiate a series of additional
agreements. The unexecuted Framework Agreement, by its very designation, is nothing
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more than a strawman; a template created by Saab, Youngman, and Spyker to outline
the multitude of agreements and commitments needed to actually execute a final
agreement as intended by December 19, 2011, or no later than December 31, 2011.
There were no facts presented that indicate that any of the various agreements were
close to or in the process of being negotiated or approved. For the Plaintiffs to expect to
have all of the necessary agreements closed over a weekend or even in a matter of two
weeks seems to have been far reaching at best.
Furthermore, all of the various agreements were subject to the approvals and
contingencies of multiple companies and governments. For example, the Chinese joint
venture agreement, the merger agreement between Saab and JVB, and the technology
licensing agreements from Saab to JVB and Youngman – that combined – all made the
“expectancy” rely on what amounted to be the equivalence of a wish list and thus,
wholly uncertain as a matter of law. See Mot. Dkt. No. 9-1, pg. 31; see generally,
Compl., Dkt. No. 1-4, Ex. C, Framework Agreement. Even when looking at the facts in
the light most favorable to the Plaintiffs, the facts do not support that a valid business
expectancy existed. Therefore, this element must fail as a matter of law.

2. Intentional Interference Causing or Inducing a
Termination of the Relationship or Expectancy
a. Per se wrongful
To establish the “intentional interference” necessary to prove this element of a
tortious interference with a business expectancy claim, the interference must be, “per se
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wrongful” or “a lawful act with malice and that is unjustified in law.” Chambers v. City of
Detroit, 786 F. Supp. 2d 1253, 1274-75 (E.D. Mich. 2011)(quoting Feaheny v. Caldwell,
175 Mich. App. 291, 302, 437 N.W. 2d 358 (1990)), overruled in part on other grounds,
Health Call of Detroit v. Atrium Home & Health Care Servs., Inc., 268 Mich. App. 83, 856 (2005).
“Where the defendant’s actions were motivated by legitimate business reasons,
its actions would not constitute improper motive or interference.” Chambers, 786 F.
Supp. 2d at 1275, (quoting Mino v. Clio Sch. Dist., 255 Mich. App. 60, 78 (2003)).
In fact – the crux of GM’s argument is that any comments that it made were
justified and predicated on contracts it held with Saab regarding GM’s business interest
in the use of its technology and could not be per se wrongful. See Mot., Dkt. No. 9-1,
pgs. 26-27. GM further argues that there is nothing wrongful about making public
statements expressing its views on a transaction or rights pursuant to a contract. Id. at
26. GM contends that it bargained for and obtained rights pursuant to the ATLA and
VSA that required its consent in transactions involving Saab that involved the initiation
of a change of control or transfer of rights. Id. GM maintains that it was presented with
several transactions involving Youngman and Saab that acknowledged GM’s right to
consent; therefore, GM found it implausible for Plaintiffs to suggest that it committed a
tort by stating its belief that the deal was not in GM’s interest. Id.
GM contends that the ATLA specifically gave it the absolute right to terminate the
agreement if Saab “initiated” a sale of all or substantially all of its assets, or an indirect
change of control to an OEM or OEM related entity without GM’s prior written consent.
See Id. at 20-21. GM asserts that the mere initiation of a change of control by Saab
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without GM’s consent, would trigger GM’s right to terminate.
Alternatively, Plaintiffs argue that GM knew that they and Youngman had made a
valid and non-infringing agreement. See Resp., Dkt. No. 15, pg. 20. Yet, Plaintiffs
contend, GM made false and misleading statements on the eve of Saab’s
reorganization proceeding claiming that the Framework Agreement was “detrimental” to
GM and that “GM [could not] support any of these proposed alternatives.” See Compl.
Dkt. No. 9-1, ¶ 128. Plaintiffs contend that GM then stated in a follow-up interview that
“[i]t is wrong that Saab claims that they can do this agreement without consulting us.” Id.
at ¶ 132. This statement, Plaintiffs claim, is a “false and misleading public statement
affirmatively asserting a right to block a contract [GM] knew it had no such right to
block.” Resp., Dkt. No. 15, pg. 21. The Court disagrees with Plaintiffs.
Public statements made by GM in reference to legal, bargained- for rights were
“motivated by legitimated business reasons” and could not be improper interference as
a matter of law. See Chambers, 786 F. Supp at 1275, (citing Mino v. Clio Sch. Dist., 255
Mich. App. 60, 78 (2003)). The contract between Saab and GM is clear and
unambiguous and the language as written clearly gives GM the right to consent to the
agreement if Saab initiates a sale of all or substantially all of its assets, or a direct or
indirect change of control to an OEM or OEM related entity. Because Saab initiated a
change of control in the Framework Agreement that provided for Youngman to acquire
70% of the shares of Saab, in addition to the transfer of all assets related to Saab
Engineering and technology and trademark licensing, GM had the contractual right –
pursuant to the ATLA – to approve or disapprove of the proposed transaction between
Saab and Youngman. In addition to its approval rights, GM had the contractual right to
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terminate the VSA. See Compl., Dkt. No. 1, pg. 20-21; see generally, Compl., Dkt. No.
9-1, Framework Agreement.
“[B]ecause statements that are true are constitutionally protected . . . those
statements cannot be the basis of tortious interference with business relations claim.”
Hantz Grp. v. Haney, 2010 Mich. App. LEXIS 2288, Case No. 292954 at *20 (Mich. Ct.
App. Nov. 30, 2010). GM’s statements were not untrue as Plaintiffs contend. GM merely
stated its position pursuant to contracts that it had with Plaintiff. Thus, Plaintiff’s claim
that GM’s conduct was per se wrongful fails as a matter of law.

b. Malice
Because Plaintiffs failed to allege facts that GM’s “intentional interference” was
per se wrongful, they must now establish “a lawful act was done with malice and without
justification, . . . with specificity,” and that the “affirmative acts by [GM] corroborate the
improper motive of the interference.” Power Tools & Supply Inc. v. Cooper Power
Tools, Inc., 543 F. Supp. 2d 749, 763 (E.D. Mich. 2008) (citing Mino, 255 Mich. App. at
78.). GM argues that Plaintiffs have not alleged that it acted with any desire to injure or
harm Plaintiffs. See Mot., Dkt. 9-1, pg. 28. GM again asserts that it had a legitimate
business motive for its conduct: the protection of its business interests.
Contrarily, Plaintiffs argue that GM was not motivated by legitimate business
reasons. But instead, GM was motivated by its desire to prevent Saab from becoming a
competitor in the Chinese automobile marketplace. See Resp., Dkt. No. 15, pg. 14. To
that effect, Plaintiffs aver that GM made false and misleading statements on a Sunday
with the intention of driving Saab into liquidation at a hearing on the following day. Id. at
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23. Plaintiff further contends that GM wrongfully interfered with the imminent execution
of the Framework Agreement so that it could secure an economic advantage over a
“rival manufacturer.” All of these acts, Plaintiffs maintain, support their claim that GM
acted with malicious intent. The Court finds Plaintiffs reasoning to be unavailing.
GM was driven by legitimate business concerns, protecting its own competitive
position and business relationships in China and elsewhere, actions for which there can
be no improper motive or interference. See Mino, 255 Mich. App. 60, 78. (“Where the
defendant’s actions were motivated by legitimate business reasons, its actions would
not constitute improper motive or interference.”). Plaintiffs have not alleged a single
affirmative act to corroborate that GM’s motive in making the two statements was
anything other than a legitimate business reason but rather an intent to interfere with
Plaintiffs’ business relationship.
Instead, Plaintiffs make conclusory statements to that effect. For example,
Plaintiffs’ Complaint alleges: “ GM issue[d] the December 17, 2011, statement and gave
the . . . interview to falsely assert that its approval was required per the ATLA to enter
into the Framework Agreement for the purpose of killing the Youngman-Saab deal; and
GM’s intent was to kill any deal to save Saab from liquidation because GM did not want
Saab to remain a going concern and enter the Chinese market as a potential competitor
to its automotive products.” See Compl., Dkt. No. 1, ¶¶ 133-34.
Furthermore, Plaintiffs were being disingenuous to conclude that GM’s motives
were malignant and that the statements GM made were false relating to its approval
being needed for Saab to move forward with the Framework Agreement. There were
clearly contracts in place between GM and Saab where the parties negotiated that:
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“Saab may not assign or otherwise transfer its rights or delegate its obligation under this
Agreement without the prior written consent of [GM],” See Compl., Dkt. No. 1-3, pg. 21,
¶ 14.9 (b); see also Compl., Dkt. No. 1, ¶ 66; GM was entitled to terminate the VSA “in
the event twenty percent (20%) or more of SAAB bec[a]me owned or controlled, directly
or indirectly, by another [OEM] without the prior written consent of the GM Parties,”
Compl., Dkt. No. 1-5, pg. 18, ¶ 9.3 (a); and that GM could terminate the ATLA “if SAAB
initiates a sale or transfer of all or substantially all of its assets including to an Affiliate
without the prior written consent of [GM],” or “if SAAB initiates a direct or indirect
Change of Control to an OEM or OEM related entity without the prior written consent of
[GM].” Compl., Dkt. No. 1-3, pg. 18-19, ¶ 12.3 (a)(c).
GM had several, legitimate contractual business reasons to make the statements
it made. Plaintiffs have failed to allege “specific, affirmative acts” to corroborate that GM
had an improper motive. Power Tools & Supply Inc., 543 F. Supp. 2d at 763. As such,
Plaintiffs have not show that they are entitled to relief on the theory of tortious
interference with economic expectancy. Twombly, 550 U.S. at 555.

IV. CONCLUSION
For the foregoing reasons, the Court will GRANT GM’s Rule 12 (b) (6) Motion to
Dismiss [#9].

SO ORDERED.

Dated: June 18, 2013

/s/Gershwin A Drain
GERSHWIN A. DRAIN
United States District Judge
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