Date: Apr 17, 2026

Pleading Fraud-Based Tortious Interference When a Manufacturer Induces Disclosure of Dealer Network Information; “Agreement” Under Michigan Farm Equipment Act Requires Mutual Assent Beyond Transitional Emails

I. Introduction

Denis McCormick and his Michigan company Farm2Day, LLC (collectively, “McCormick”) marketed and sold Merlo telehandlers through a multi-state dealer network. McCormick’s upstream contractual partner was not the Italian manufacturer Merlo S.p.A. Industria Metalmeccanica (“Merlo”) but Merlo’s long-time U.S. distributor, Applied Machinery Rentals, LLC (AMR), under an “Independent Manufacturers Representative Agreement” granting McCormick an exclusive territory and commissions.

In 2023 Merlo terminated AMR’s distributorship, formed Merlo America, LLC, and—during the transition—communicated with McCormick through a Merlo representative (Francesco Brondino). McCormick alleged he was told Merlo would “honor” the AMR arrangement; he shared invoices, pricing, customer information, and details of roughly 15 pending dealer purchase orders. Merlo later informed him that (i) it had no obligations under the AMR agreement, (ii) there was “no such thing as ‘your’ dealers,” and (iii) earlier “spot sales” communications were “null and void,” then fulfilled the orders directly without paying McCormick and refused to repurchase certain parts/attachments.

McCormick sued for (1) violation of the Michigan Farm and Utility Equipment Act, Mich. Comp. Laws § 445.1451, et seq., and (2) tortious interference with a business relationship. The district court dismissed both claims and denied further amendment. The Sixth Circuit reversed in part.

II. Summary of the Opinion

Statutory claim (Michigan Farm and Utility Equipment Act): Dismissal affirmed. Even accepting that McCormick plausibly alleged “dealer” status, he failed to plausibly allege an “agreement” between McCormick/Farm2Day and Merlo as the Act requires.
Tortious interference: Dismissal reversed. At the pleading stage, McCormick plausibly alleged Merlo engaged in fraudulent or unethical conduct by inducing disclosure of dealer network information under assurances of continued partnership, then using that information to take the orders directly.
Leave to amend: Denial affirmed. The plaintiff did not timely move to amend before dismissal; the district court had no obligation to initiate amendments.

III. Analysis

A. Precedents Cited

1. Pleading standards and review posture

Ashcroft v. Iqbal, 556 U.S. 662 (2009), and Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007): The court framed the plausibility standard and the rule that well-pleaded facts are taken as true with reasonable inferences for the plaintiff. These cases are foundational to why McCormick’s tort claim survived: the panel refused to resolve intent/credibility disputes against him at the motion-to-dismiss stage.
Gerboc v. ContextLogic, Inc., 867 F.3d 675 (6th Cir. 2017): Provided the de novo standard for reviewing dismissal.

2. Interpreting the Michigan Farm and Utility Equipment Act

Weingartz Supply Co. v. Salsco Inc., 871 N.W.2d 375 (Mich. Ct. App. 2015): Cited for the Act’s purpose—protecting relatively weaker dealers and supplying statutory rights/remedies. This context supported the court’s careful parsing of statutory definitions (supplier, dealer, agreement) rather than importing common-law notions loosely.
Cloverdale Equip. Co. v. Manitowoc Eng'g Co., 964 F. Supp. 1152 (E.D. Mich. 1997), aff'd, 149 F.3d 1182 (6th Cir. 1998) (unpublished table decision): Used to reinforce that maintaining a parts inventory alone can confer dealer status (“[t]he maintenance of [a] parts inventory, alone, confers [a company] with dealer status”). This helped the panel accept that Farm2Day could be a “dealer” even without telehandlers on its lot.

3. Assignment/successor theories and mutual assent requirements

Burkhardt v. Bailey, 680 N.W.2d 453 (Mich. Ct. App. 2004), and Bandit Indus., Inc. v. Hobbs Int'l, Inc., 620 N.W.2d 531 (Mich. 2001): These cases supplied the core rule that contractual assignment requires clear intent by both assignor and assignee. They were pivotal to rejecting McCormick’s “Merlo stepped into AMR’s shoes” theory without concrete allegations showing AMR intended to assign and Merlo intended to assume.
AFSCME Council 25 v. Wayne County, 811 N.W.2d 4 (Mich. Ct. App. 2011) (quoting EEOC v. Waffle House, Inc., 534 U.S. 279 (2002)): Reinforced that nonparties cannot modify a contract. This foreclosed the claim that Merlo’s “spot sales” communications could modify McCormick’s separate agreement with AMR.
Williams v. Unit Handling Sys. Div. of Litton Sys., Inc., 449 N.W.2d 669 (Mich. 1989), and Erickson v. Goodell Oil Co., 180 N.W.2d 798 (Mich. 1970): Cited for implied-in-fact contract principles requiring mutual intent manifested by conduct. The panel relied on these to explain why McCormick’s allegations showed his own belief but did not plausibly show Merlo shared a “meeting of the minds” on definite terms.
United States v. Huntington Nat'l Bank, 574 F.3d 329 (6th Cir. 2009): Supported the court’s reluctance to consider a new statutory-interpretation theory raised for the first time at oral argument.

4. Judicial notice and bankruptcy-record reality checks

Lyons v. Stovall, 188 F.3d 327 (6th Cir. 1999), and Elec. Merch. Sys. LLC v. Gaal, 58 F.4th 877 (6th Cir. 2023): Underwrote the panel’s use of judicial notice of AMR bankruptcy filings when reviewing dismissal, particularly where the filings “prove[d] facts whose accuracy cannot reasonably be questioned.”
In re Applied Mach. Rentals, LLC, No. 23-30461, 2026 WL 192608 (Bankr. W.D.N.C. Jan. 23, 2026): Provided procedural context for AMR’s liquidation.
Newark Morning Ledger Co. v. United States, 507 U.S. 546 (1993); Colton v. Duvall, 237 N.W. 48 (Mich. 1931); Patterson v. Comm'r, 810 F.2d 562 (6th Cir. 1987): Used to explain “goodwill” and the idea of stepping into a seller’s shoes—important to rejecting the “successor in interest” narrative where Merlo did not effectively replace AMR’s business identity or acquire its customer information.

5. Michigan tortious-interference framework

Cedroni Assocs., Inc. v. Tomblinson, Harburn Assocs., Architects & Planners Inc., 821 N.W.2d 1 (Mich. 2012): Supplied the four elements of tortious interference with a business relationship/expectancy.
Feldman v. Green, 360 N.W.2d 881 (Mich. Ct. App. 1984): Emphasized that the conduct must be directed at the plaintiff’s relationships, not merely incidental to competition.
Dalley v. Dykema Gossett, 788 N.W.2d 679 (Mich. Ct. App. 2010), and Puetz v. Spectrum Health Hosps., 919 N.W.2d 439 (Mich. Ct. App. 2018): Provided the “illegal, unethical, or fraudulent” requirement for actionable interference.
BPS Clinical Lab'ys v. Blue Cross & Blue Shield of Mich., 552 N.W.2d 919 (Mich. Ct. App. 1996) (per curiam): Used to contrast permissible actions “motivated by legitimate business reasons” with tortious interference.
Roberts v. Saffell, 760 N.W.2d 715 (Mich. Ct. App. 2008), aff'd mem., 766 N.W.2d 288 (Mich. 2009); Foreman v. Foreman, 701 N.W.2d 167 (Mich. Ct. App. 2005) (per curiam); Crowley v. Langdon, 86 N.W. 391 (Mich. 1901): Supplied the fraud-by-promise doctrine: a promise made in bad faith without intention to perform may constitute fraudulent misrepresentation.
Amphion, Inc. v. Buckeye Elec. Co., 285 F. Supp. 2d 943 (E.D. Mich. 2003): Cited for the proposition that specific acts to “pressure” and “destroy” business relationships can be unethical/malicious interference.
Winiemko v. Valenti, 513 N.W.2d 181 (Mich. Ct. App. 1994): Supported the point that a “valid business relation” need not be an enforceable contract—defusing the district court’s concern that the tort claim was just a contract claim in disguise.

6. Amendment and dismissal with prejudice

Sinay v. Lamson & Sessions Co., 948 F.2d 1037 (6th Cir. 1991); CNH Am. LLC v. Int'l Union, United Auto., Aerospace & Agr. Implement Workers of Am. (UAW), 645 F.3d 785 (6th Cir. 2011); Total Benefits Plan. Agency, Inc. v. Anthem Blue Cross & Blue Shield, 552 F.3d 430 (6th Cir. 2008); Golf Vill. N., LLC v. City of Powell, 14 F.4th 611 (6th Cir. 2021): These cases shaped the holding that dismissal with prejudice is not an abuse of discretion when a plaintiff fails to timely move to amend and the court is not required to sua sponte initiate amendments.

B. Legal Reasoning

1. The Act: dealer status may be plausible, but “agreement” is the gatekeeper

The panel separated the statutory claim into its component requirements and treated “agreement” as dispositive. While the opinion accepted that Farm2Day plausibly fit the statutory “dealer” definition (notably because parts/attachments inventory can suffice), it refused to extend the Act’s remedies without a plausible supplier-dealer “agreement” as defined by Mich. Comp. Laws § 445.1452(e).

The court rejected three attempted pathways to an “agreement”:

Assignment / successor-in-interest to AMR: The complaint did not plausibly allege the mutual manifestation needed for assignment (per Burkhardt and Bandit Indus.). The “successor in interest” narrative also faltered because judicially noticed bankruptcy records and Merlo’s market conduct contradicted any “stepping into AMR’s shoes.”
July 27 “spot sales” email + GTS: The communications described steps toward future individual sale contracts; they did not supply essential terms (price, availability, compensation, territory) or show a meeting of the minds. The GTS was treated as general commercial boilerplate rather than authorization to sell as an “authorized outlet” under defined methods/procedures.
Implied contract by conduct: Training, portal access, website listing, and transitional coordination were insufficient to plead mutual intent to contract on definite terms. The panel emphasized that McCormick’s subjective belief cannot substitute for mutual assent.

The court also identified independent problems with statutory remedies: repurchase obligations do not extend to inventory obtained from sources other than the supplier, and the complaint did not plausibly quantify damages tied to any coherent agreement theory.

2. Tortious interference: “strung along” plus induced disclosure can plausibly be fraud/unethical conduct

On the tort claim, the court treated three elements (relationship/expectancy, knowledge, damages) as plausibly pled based on the alleged dealer network, the shared invoices/customer information, and the 15 pending purchase orders.

The crux was “intentional interference” requiring “illegal, unethical, or fraudulent” conduct. The panel held the complaint plausibly alleged:

A misrepresentation by promise: assurances that Merlo would “honor” the prior arrangement and authorize McCormick’s continued role, followed by later repudiations (“null and void,” “no such thing as ‘your’ dealers”).
Inducement and reliance: McCormick shared invoices, pricing, pending orders, and customer/dealer information in reliance on those assurances.
Resulting injury: Merlo allegedly used that information to fulfill the orders directly and cut McCormick out of commissions and future expectancy.

Importantly, the court refused to recharacterize these allegations as merely “legitimate business reasons” at the pleading stage; it treated intent and sincerity as fact questions not resolvable on a motion to dismiss.

3. Amendment: courts need not rescue unrequested amendments

The panel affirmed the denial of further amendment because McCormick did not timely move to amend before dismissal, and a post-ruling request to “supplement the record” cannot cure facial pleading deficiencies. The opinion reinforces that Rule 15’s liberality does not impose a sua sponte duty on district courts to invite new complaints.

C. Impact

Act claims will turn on proving an “agreement,” not merely transitional conduct: For dealers caught in distributor-to-manufacturer transitions, the decision signals that training, portal access, and “dealer” labeling may help establish status, but statutory remedies require plausible allegations of mutual assent to an authorization agreement with the supplier.
Transitional communications may still create tort exposure: Even where contract formation fails, a manufacturer’s negotiation posture can create tortious-interference exposure if it induces disclosure of dealer network/customer/order information under assurances of continued partnership and then uses that information to supplant the intermediary.
Judicial notice as a pleading-stage check on “successor” narratives: The court’s reliance on bankruptcy filings (via judicial notice) may encourage defendants to use public court records to rebut implausible acquisition/successor-in-interest allegations early.
Procedural discipline for plaintiffs: The affirmance on amendment underscores that plaintiffs should move to amend promptly upon seeing dismissal arguments; waiting until after an adverse ruling risks prejudice dismissal even where additional emails or details exist.
Persuasive (not binding) value: Because the opinion is “NOT RECOMMENDED FOR PUBLICATION,” its precedential force is limited, but its reasoning can be influential in factually similar distributor-transition disputes in Michigan and within the Sixth Circuit.

IV. Complex Concepts Simplified

“Dealer” vs. “Supplier” (under the Act): A “supplier” makes/distributes equipment; a “dealer” sells at retail (including parts/attachments). The court accepted that even a parts inventory can support dealer status (see Cloverdale Equip. Co. v. Manitowoc Eng'g Co.).
“Agreement” under Mich. Comp. Laws § 445.1452(e): The statute requires a written/oral/implied contract or sales agreement that authorizes the dealer to sell as an outlet under supplier-prescribed methods. Vague transitional emails and general terms are not enough without mutual assent to definite terms or actual spot-sale contracts.
Assignment / successor in interest: Assignment means one party transfers its contract obligations and the recipient accepts them—both must clearly intend this. “Successor” status generally requires more than taking over a market presence; the opinion looked for objective indicia like asset levels, goodwill, and whether the buyer “steps into the shoes” of the seller.
Tortious interference with a business relationship: It protects expected business (not just signed contracts) from targeted wrongdoing. Michigan requires that the interference be “illegal, unethical, or fraudulent,” not simply aggressive competition.
Fraud by promise: A promise can be fraudulent if made without intent to perform (see Foreman v. Foreman and Crowley v. Langdon). Here, the alleged pattern—assure partnership, obtain confidential order/customer information, then repudiate and take the sales—was enough to plead plausibility.
Judicial notice: Courts may accept certain facts from other court records as indisputable (e.g., bankruptcy filings), which can undermine allegations that contradict public proceedings.
Dismissal with prejudice and leave to amend: Although amendments are often allowed, a court need not invite amendments on its own. If a plaintiff does not timely move to amend, dismissal with prejudice may stand (see Total Benefits Plan. Agency, Inc. v. Anthem Blue Cross & Blue Shield and Golf Vill. N., LLC v. City of Powell).

V. Conclusion

The Sixth Circuit’s decision draws a sharp line between (i) statutory dealer-protection remedies, which require a plausibly alleged supplier-dealer “agreement” with mutual assent, and (ii) tort remedies, which can proceed where a manufacturer plausibly induced disclosure of dealer network information through promises arguably made in bad faith and then used that information to divert sales. The opinion thus preserves a meaningful fraud-based tort pathway in distributor-transition disputes even when contract and statutory-theory pleading falls short, while simultaneously warning plaintiffs that amendment opportunities must be pursued proactively.