## Facts

- Easom Automation Systems, Inc. (Easom) was a Michigan corporation that designed and built automated manufacturing equipment.
- Thyssenkrupp Fabco Corp. (Thyssenkrupp) was a Canadian corporation headquartered in Ontario.
- On July 19, 2005, Easom provided Thyssenkrupp a quotation of about $5.4 million for a space-bar assembly system (also described as a sports-bar assembly system).
- That same day, Thyssenkrupp orally directed Easom to begin work, and Easom commenced performance.
- On August 30, 2005, Thyssenkrupp issued a written purchase order that included a term selecting Ontario law for disputes.
- On October 21, 2005, Thyssenkrupp instructed Easom to deliver the system “as-is” by December 31 and to complete remaining work at Thyssenkrupp’s facility in Ontario; Easom complied.
- Before delivery, Easom permanently affixed its name and address to the system’s component parts.
- On March 9, 2006, Easom filed a financing statement for the system with the Ontario Ministry of Consumer and Industry Services.
- A payment dispute followed. Easom claimed Thyssenkrupp still owed about $1.5 million for the system.
- Easom sued in the United States District Court for the Eastern District of Michigan and sought immediate possession of the system under Michigan’s Special Tools Lien Act.
- Easom argued that the parties formed a contract on July 19, 2005 under the CISG when Thyssenkrupp orally instructed Easom to proceed on the quoted terms, and that Easom met the Michigan statute’s requirements for immediate possession.
- Thyssenkrupp disputed Easom’s contract-formation theory and argued the operative agreement was the August 30 purchase order (including its Ontario choice-of-law term). Thyssenkrupp contended Ontario law controlled and did not provide the Michigan statutory seizure remedy.
- After the court denied Thyssenkrupp’s motion to dismiss on forum non conveniens grounds without deciding the governing law, Easom moved for immediate possession; Thyssenkrupp opposed for the same contract and governing-law reasons.

## Issues

1. Was Easom entitled to immediate possession of the equipment under Michigan’s Special Tools Lien Act at this stage of the case?
2. For purposes of deciding the motion, could the court determine whether the parties’ contract was based on Easom’s July 19 quotation and oral authorization to proceed, or on Thyssenkrupp’s August 30 purchase order (including its Ontario choice-of-law term)?
3. If the contract instrument and formation timing were unresolved, could the court determine whether Michigan law (and the Michigan lien remedy) or Ontario law governed the dispute?

## Decision

- The court denied Easom’s motion for immediate possession.
- The court concluded the record presented unresolved questions about which document constituted the parties’ contract (Easom’s quotation/authorization-to-proceed theory versus Thyssenkrupp’s purchase-order theory).
- Because the contract question affected the governing-law determination, the court could not decide, on the motion record, whether Michigan law applied and therefore whether the Michigan Special Tools Lien Act could be used to obtain immediate possession.

## Legal Principles

- In an international sale of goods between parties in different Contracting States, the CISG governs contract formation unless excluded by the parties.
- A choice-of-law term in a later document (such as a purchase order) may control if that document is part of the parties’ agreement; whether it is part of the agreement depends on contract formation and assent.
- A party seeking immediate, statutory possession of goods must show a clear basis that the asserted state-law remedy applies to the transaction.
- When entitlement to a state-law possessory remedy depends on a disputed governing-law or contract-formation question that has not been resolved on the existing record, the court may deny immediate possession without finally deciding the merits of the contract dispute.

## Conclusion

The court refused to order immediate possession under Michigan’s Special Tools Lien Act because the parties’ competing accounts of contract formation and controlling documents left the governing law unsettled, and without deciding whether Michigan law applied, Easom had not shown a sufficient basis for the requested statutory seizure remedy.


Easom Automation Systems v. Thyssenkrupp Fabco Corp., 2007 WL 2875256 (2007)