## Facts

- Dwight Spengler contracted with ADT to provide residential monitoring services for his mother, Veronica Barker, including a portable emergency call button.
- Barker had laryngeal cancer and could not speak; the service arrangement contemplated that ADT would call Spengler upon receiving an alarm signal.
- ADT received an emergency signal from Barker’s call button and contacted emergency medical services but provided an incorrect address.
- The incorrect address delayed ambulance arrival by about sixteen minutes; Barker was found in asystole, never regained consciousness, and later died.
- Spengler alleged ADT’s negligent performance (providing the wrong address) caused Barker’s death.

## Issues

1. Under Michigan law, does ADT’s alleged misfeasance support tort liability, or is the claim limited to breach of contract because the duty arose only from the parties’ agreement?
2. Is the contract’s $500 limitation-of-liability clause unconscionable and therefore unenforceable under Michigan law?

## Decision

- Affirmed summary judgment for ADT on the tort claim because ADT owed no duty independent of the contract.
- Affirmed enforcement of the contractual $500 limitation-of-liability clause and the resulting damages cap on the breach-of-contract claim.
- Affirmed the district court’s judgment in full.

## Legal Principles

- A plaintiff cannot convert a contract dispute into a tort claim under Michigan law unless the defendant breached a duty that exists separate and distinct from the contract.
- Characterizing conduct as “misfeasance” does not itself create tort liability when the only asserted duty is defined by the contract’s undertakings.
- Limitation-of-liability clauses in consumer service contracts are generally enforceable under Michigan law unless shown to be procedurally or substantively unconscionable or contrary to public policy.
- In assessing unconscionability, courts consider whether the clause reflects a permissible allocation of risk given the service provided and the price charged, and whether the contracting process involved unfair surprise, coercion, or lack of meaningful choice.

## Conclusion

The court treated ADT’s alleged negligence as a failure to perform contractual obligations rather than a breach of an independent tort duty, and it enforced the contract’s $500 liability cap, limiting recovery to the agreed amount despite the wrongful-death allegations.


Spengler v. ADT Sec. Servs., Inc., 505 F.3d 456 (6th Cir. 2007)