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Dow Corning Corp. v. Weather Shield Manufacturing, Inc.

Citations: 790 F. Supp. 2d 604; 74 U.C.C. Rep. Serv. 2d (West) 461; 2011 U.S. Dist. LEXIS 54322; 2011 WL 1884198Docket: Case 09-10429

Court: District Court, E.D. Michigan; May 18, 2011; Federal District Court

Narrative Opinion Summary

In this legal dispute, Dow Corning Corporation filed a motion for summary judgment against Weather Shield Manufacturing, Inc., regarding the use of its silicone sealant, InstantGlaze, as a glazing compound. Weather Shield claimed Dow Corning breached warranties, arguing InstantGlaze was unsuitable for commercial use. Dow Corning countered, asserting no express or implied warranties were provided for the product's specific use, emphasizing a disclaimer of warranties in the sales contract. The court found the contract ambiguous about the warranty disclaimers and noted substantial factual issues requiring a jury's determination. Dow Corning was granted summary judgment on Weather Shield's breach of warranty claim for a particular purpose, as Weather Shield had not relied on Dow Corning's expertise. However, Weather Shield's counterclaim for breach of express warranty remains, with the burden of proof on them. The court denied summary judgment concerning the express warranty due to factual disputes regarding Dow Corning's marketing representations and specifications. Additionally, Dow Corning's request for sanctions due to evidence spoliation was evaluated, with the court granting some motions while denying others, noting Weather Shield's negligence but lack of intentional evidence destruction. The court's decisions reflect complex interactions between express and implied warranties, contract interpretation, and procedural considerations under Michigan law.

Legal Issues Addressed

Express Warranties under Michigan Uniform Commercial Code

Application: The court considers whether Dow Corning's affirmations and descriptions in product literature constituted an express warranty and whether these were relied upon by Weather Shield.

Reasoning: The Michigan Uniform Commercial Code (UCC) stipulates that express warranties are based on statements, descriptions, or models integral to the bargain, although they need not be included in the written contract unless the writing is a complete integration.

Implied Warranty of Fitness for a Particular Purpose

Application: The court evaluates whether the extensive pre-contract testing by Weather Shield negated any reliance on Dow Corning’s expertise, thus precluding a claim for an implied warranty of fitness.

Reasoning: The implied warranty of fitness requires the seller to be aware of a specific purpose for the goods and the buyer to rely on the seller's expertise.

Spoliation of Evidence and Sanctions

Application: The court considers Dow Corning's request for sanctions based on Weather Shield's alleged failure to preserve evidence, particularly concerning breaches of duty to notify.

Reasoning: To seek sanctions for evidence preservation failures, a party must demonstrate: 1) an obligation to preserve the evidence existed at the time of its destruction, 2) the destruction was done with a culpable state of mind, and 3) the destroyed evidence was relevant to the party's claims or defenses.

Summary Judgment Standards

Application: The court discusses the standards for granting summary judgment, emphasizing the necessity of genuine disputes of material fact for issues to proceed to trial.

Reasoning: Summary judgment is appropriate if there is no genuine dispute of material fact, with the initial burden on the movant to demonstrate this lack of dispute, after which the burden shifts to the opposing party to show a genuine issue for trial.

Warranty Disclaimers under Michigan Law

Application: The court examines the enforceability of warranty disclaimers in the contract and whether these disclaimers were conspicuous and not unconscionable under Michigan law.

Reasoning: Under Michigan law, warranty exclusions and limitations must be conspicuous and not unconscionable; Weather Shield argues that the product sheets were only incorporated for specific purposes, lacking explicit references to warranty exclusions.