## Facts

- General Motors Corporation (GM) operated major facilities in Ypsilanti Township, Michigan, including the Willow Run assembly plant.
- Under Michigan’s Plant Rehabilitation and Industrial Development Districts Act, the township created industrial development districts and granted GM multiple property tax abatements.
- Two Willow Run abatements were central: a 1984 and a 1988 twelve-year, 50% personal property tax abatement tied to substantial planned investments.
- During public meetings on the abatements, GM representatives made statements suggesting that the projects would allow Willow Run to continue production and maintain employment.
- In December 1991, GM announced it would consolidate Willow Run work with production in Arlington, Texas, citing losses and sharply declining sales of the relevant vehicle line.
- The township sued seeking an injunction preventing GM from transferring production and, alternatively, damages, asserting contract, promissory estoppel, unjust enrichment, and misrepresentation theories.
- The circuit court aligned the State of Michigan as a party plaintiff and, on a promissory estoppel theory, enjoined GM from transferring specified production from Willow Run.

## Issues

1. Whether Michigan’s tax-abatement statute created a contractual obligation requiring GM to maintain operations or employment at Willow Run for the abatement term.
2. Whether GM’s statements and conduct during the abatement process constituted a clear and definite promise enforceable by promissory estoppel to prevent transfer or closure.
3. Whether equitable theories (including unjust enrichment or misrepresentation) supported injunctive relief compelling continued production at Willow Run.

## Decision

- The Michigan Court of Appeals reversed the injunction.
- The tax-abatement statute authorized exemptions but did not create a contract obligating GM to keep the plant operating or maintain jobs for any fixed period.
- Promissory estoppel did not apply because GM’s statements were not clear and definite promises of continued operation for the abatement term, and reliance on them as a long-term guarantee was not legally reasonable.
- The record did not support an implied-in-fact contract from the abatement process or public hearing statements.
- Unjust enrichment and misrepresentation theories did not justify restraining GM’s production decisions where GM made substantial investments and the challenged statements were business projections rather than false statements of existing fact.

## Legal Principles

- A tax-abatement statute that provides incentives for qualifying investment does not, without explicit undertaking, create contractual duties to maintain operations or employment.
- Promissory estoppel requires a clear and definite promise and reasonable reliance; generalized projections or intentions about future business operations are insufficient.
- Courts will not impose injunctive restraints on a firm’s relocation or production decisions absent a definite contractual or statutory obligation.
- Unjust enrichment is not established where the recipient of public tax benefits provided the contemplated investment and operations during the benefit period.
- Predictions about future performance or continuation of operations, later altered by economic conditions, generally do not satisfy the elements of actionable misrepresentation.

## Conclusion

The appellate court set aside an injunction that would have compelled GM to keep vehicle production at Willow Run, holding that the tax-abatement program created no contract and that GM’s public statements during the abatement process were too indefinite—and reliance on them too unreasonable—to support promissory estoppel or other equitable relief.


Charter Twp. of Ypsilanti v. Gen. Motors Corp., 201 Mich. App. 128, 506 N.W.2d 556 (1993)