-1- 

STATE OF MICHIGAN 

COURT OF APPEALS 

WEINGARTZ SUPPLY COMPANY, 

 Plaintiff-Appellant, 

FOR PUBLICATION 

April 9, 2015 

9:00 a.m. 

v No. 317758 

Oakland Circuit Court 

SALSCO INC, LC No. 2012-130602-CZ 

 Defendant-Appellee. 

Before: MURRAY, P.J., and SAAD and K. F. KELLY, JJ. 

SAAD, J. 

Plaintiff appeals the trial court’s order that granted defendant summary disposition under 

MCR 2.116(C)(10).1 For the reasons stated below, we affirm. 

I. INTRODUCTION 

This case requires us to interpret a section of a statute that has not been fully interpreted 

in a published Michigan decision. The statute involved, the Farm and Utility Equipment Act 

(FUEA), MCL 445.1451, et seq., regulates interactions between manufacturers and wholesalers

that sell farm utility equipment to other businesses (which the statute labels “suppliers”), and 

businesses that sell farm utility equipment directly to consumers (which the statute labels 

“dealers”). The FUEA is designed to assist dealers of farm utility equipment, and it provides 

certain rights and remedies dealers may invoke and use against suppliers. However, a dealer 

cannot invoke the rights and remedies provided by FUEA unless its contractual relationship with 

its supplier has been terminated. Accordingly, this threshold matter—whether an agreement has 

been terminated—determines whether a dealer can seek a remedy against a supplier under 

FUEA. 

The question presented in this case relates to the method by which a dealer may terminate 

an agreement with a supplier, before it seeks a remedy under FUEA: namely, whether the dealer 

 

1

 More precisely, the trial court granted defendant’s motion for reconsideration on the court’s 

earlier denial of defendant’s motion for summary disposition—which had the effect of granting 

defendant summary disposition. 
-2- 

must terminate its agreement with a supplier via certified mail. Plaintiff, a dealer of utility 

equipment, claims that FUEA makes termination by certified mail optional, and that a dealer is 

able to terminate the agreement with its supplier in other ways and still invoke the remedies 

listed in the statute. Defendant, a supplier of utility equipment, argues that FUEA requires a 

dealer to terminate an agreement by certified mail before it seeks a remedy under FUEA. 

Because the plain language of FUEA explicitly mandates that a dealer must terminate its 

agreement with a supplier via certified mail before it can seek a remedy under the statute, we 

reject plaintiff’s argument and affirm the trial court’s grant of summary disposition to defendant. 

II. FACTS AND PROCEDURAL HISTORY 

A. FACTUAL BACKGROUND 

Plaintiff Weingartz Supply Company (Weingartz) is a retail store that sells and services 

grounds-maintenance equipment. Defendant Salsco, Inc. (Salsco) is a manufacturer that makes 

lawn rollers used to smooth and level terrain on golf courses.2

 In 2006, Weingartz contacted 

Salsco and ordered a number of rollers for its store. The parties did business for the next five 

years, and Weingartz ordered a total of twenty rollers during the course of the relationship. 

Weingartz sold twelve of these rollers, and kept replacement parts for Salsco’s rollers on hand 

for maintenance purposes. 

However, the golf-products industry began to decline during the financial crisis, and 

Weingartz stopped selling golf-related equipment as a result. In summer 2011, one of 

Weingartz’s major shareholders and employees called an employee of Salsco to inform her that 

Weingartz would no longer sell Salsco’s products, and that it wanted to return the inventory of 

those products it still possessed. The Salsco employee asked Weingartz to send her a copy of its 

inventory, which at the time included eight rollers (worth approximately $80,000) and 

replacement parts for the rollers (worth approximately $4,000 to $5,000). 

Weingartz sent Salsco a list of this remaining inventory via email on August 26, 2011. 

However, Salsco’s president did not want to retake the inventory because he believed the 

products were outdated. Salsco told Weingartz it would refuse to accept return of the inventory 

in an email dated August 29, 2011. After this exchange, Weingartz continued to hold the 

inventory, and unsuccessfully attempted to sell it to golf courses until the end of the golfing 

season in October 2011. At no time did Weingartz attempt to return the equipment to Salsco. 

Over a year later, on September 12, 2012, Weingartz sent Salsco a notarized letter, which 

contained a number of very specific provisions. It listed the undamaged inventory and parts still 

possessed by Weingartz, invited Salsco to inspect the listed items, and noted that Weingartz 

purchased the products in the 30 months before August 26, 2011, when Weingartz terminated its 

business relationship with Salsco. The letter also notified Salsco that Weingartz had appointed a 

title agency to serve as an escrow agent for funds related to the exchange of the inventory, and 

 

2

 Each roller costs approximately $10,000. 
-3- 

included an escrow agreement to that affect. It is unclear if Salsco responded to Weingartz’s 

letter, but Salsco did not take any further action to receive or retake the inventory, nor did 

Weingartz attempt to send the inventory to Salsco to transfer possession. 

B. PROCEDURAL HISTORY 

 This action, which Weingartz initiated in November 2012, has a convoluted procedural 

history, and much of it is not relevant to this appeal. In its initial complaint, Weingartz alleged 

that Salsco violated FUEA in August 2011, when Salsco refused to repurchase the unsold 

inventory of its products held by Weingartz. 

Both parties eventually moved for summary disposition under MCR 2.116(C)(10). In its 

motion, Salsco asserted that Weingartz did not have a cause of action under FUEA, because as a 

“dealer” of utility equipment that wished to terminate its contractual relationship with a 

“supplier” of utility equipment, FUEA required Weingartz to send Salsco a termination notice 

via certified mail. Salsco observed that Weingartz admitted it had never sent Salsco any 

documents via certified mail, and argued that as a result of its noncompliance with the mandatory 

provisions of FUEA, Weingartz’s claim lacked merit. Weingartz disputed Salsco’s reading of 

FUEA and claimed that: (1) the statute permits, but does not require, a dealer to terminate a 

business relationship with a supplier via certified mail; and (2) its September 2012 letter to 

Salsco followed the mandates of FUEA and successfully invoked its rights under the statute, 

which Salsco violated when it refused to repurchase the remaining inventory of rollers and spare 

parts. 

In August 2013, the trial court held that Weingartz failed to follow the mandates of 

FUEA because it did not send Salsco a termination notice via certified mail. Accordingly, the 

court granted Salsco’s motion for summary disposition. On appeal, Weingartz asks us to reverse 

the trial court’s order and moves for summary disposition,3

 and it makes the same arguments in 

favor of summary disposition as it did in the trial court. 

III. STANDARD OF REVIEW 

A trial court’s decision to grant or deny summary disposition is reviewed de novo. 

MEEMIC Ins Co v DTE Energy Co, 292 Mich App 278, 280; 807 NW2d 407 (2011). “A 

summary disposition motion under MCR 2.116(C)(10) tests the factual support for a claim and 

should be granted if there is no genuine issue as to any material fact and the moving party is 

entitled to judgment as a matter of law.” Id. When it decides whether to grant a summary 

disposition motion, “a court must consider the pleadings, affidavits, depositions, admissions, and 

other documentary evidence in the light most favorable to the opposing party.” Id. 

IV. ANALYSIS 

A. STANDARDS OF STATUTORY INTERPRETATION 

 

3

 See n 1 supra. 
-4- 

When it interprets a statute, a court’s goal “is to give effect to the Legislature’s intent” 

through focus “on the statute’s plain language.” Madugula v Taub, 496 Mich 685, 696; 853 

NW2d 75 (2014) (internal quotation marks omitted). The court must “examine the statute as a 

whole, reading individual words and phrases in the context of the entire legislative scheme.” Id. 

If the language of a statute is unambiguous, it must be enforced as written. Fellows v Mich 

Commission for the Blind, 305 Mich App 289, 297; 854 NW2d 482 (2014). “It is to be assumed 

that the legislature had full knowledge of the provisions [it enacted] and [a court has] no right to 

enter the legislative field and, upon assumption of unintentional omission, supply what [it] may 

think might well have been incorporated.” Johnson v Recca, 492 Mich 169, 187; 821 NW2d 520 

(2012) (internal citations, punctuation, and quotation marks omitted). 

B. THE FARM UTILITY AND EQUIPMENT ACT 

 The Legislature enacted FUEA in 1984 to govern “the compensation for or repurchase of 

certain farm tractors, attachments, equipment, and utility tractors and equipment by certain 

manufacturers or suppliers[.]” 341 PA 1984. Though the Legislature did not explain its 

rationale for enacting FUEA in the statute itself, the law “appears to be an attempt to balance the 

bargaining power of farm equipment dealers, usually small businesses, against that of 

manufacturers, typically large corporations, by regulating the terms of contracts between dealers 

and manufacturers.” Cloverdale Equip Co v Manitowoc Engineering Co, unpublished opinion of 

the United States Court of Appeals for the Sixth Circuit, issued July 1, 1998 (Docket No. 97-

1664, p 4;149 F3d 1182 (table)).4

 To this end, FUEA provides “dealers”5 of “equipment”6 with 

certain rights and remedies against the “suppliers”7

 of that equipment, including: (1) the right to 

have excess “inventory”8 repurchased by the supplier (MCL 445.1453); (2) the ability to use 

 

4

 Although a decision of a lower federal court that interprets Michigan law is not binding, such a 

decision may be persuasive. Adams v Adams, 276 Mich App 704, 715–716; 742 NW2d 399 

(2007). 

5

 MCL 445.1452(c) defines “dealer” to mean: “a person engaged in the business of the retail sale 

of farm tractors and equipment, utility tractors and equipment, or the attachments to or repair 

parts for that equipment. Dealer includes retail dealers, wholesalers, and distributors that obtain 

inventory from another person for resale.” In turn, MCL 445.1452(h) defines “person” as “a sole 

proprietorship, partnership, corporation, or any other form of business organization.” 

6

 MCL 445.1452(d) defines “equipment” as: “motorized machines designed for or adapted and 

used for agriculture, horticulture, livestock raising, forestry, grounds maintenance, lawn and 

garden, construction, materials handling, and earth moving.” The rollers at issue are “motorized 

machines designed for or adapted and used for . . . grounds maintenance,” which makes them 

“equipment” under FUEA. 

7

 A “supplier” is “a manufacturer, wholesaler, or distributor of farm and utility tractors and farm 

and utility equipment, or the attachments to or repair parts for that equipment.” MCL 

445.1452(i). 

8

 “Inventory” means “farm tractors, utility tractors, equipment, and accessories for attachments 

to and repair parts for those tractors and that equipment.” MCL 445.1452(f). The lawn rollers at 
-5- 

FUEA as a set of baseline terms in contract negotiations with suppliers (MCL 445.1455); and (3) 

the right to seek a remedy against a supplier who does not comply with the terms of the broader 

FUEA (MCL 445.1457). 

 The key substantive right contained in FUEA—the right of a dealer to have its inventory 

repurchased by its supplier under the conditions enumerated in the statute—thus begins with 

MCL 445.1453, which provides: 

If a dealer enters into an agreement9 with a supplier and the agreement is 

subsequently terminated, the supplier shall repurchase any inventory of the dealer 

as provided in this act. The dealer may choose to keep the inventory if there 

exists a contractual right to do so. [Footnote added.] 

Accordingly, for a supplier to be required to repurchase inventory under FUEA, the 

business agreement between the dealer and the supplier must be terminated. FUEA mandates 

that termination of an agreement must be effected by one of the methods specified in MCL 

445.1454 (if the termination is effected by a dealer) or MCL 445.1457a (if the termination is 

effected by a supplier). In relevant part, MCL 445.1454 states: 

With or without the prior consent or authorization of a supplier, a dealer may ship 

all inventory suitable for repurchase to the supplier, not less than 60 days after the 

supplier has notified the dealer, or the dealer has notified the supplier by certified 

mail, that the agreement between them has been terminated. The supplier shall 

inspect a dealer’s inventory within 30 days of termination of the agreement and 

designate portions of that inventory to be not returnable under this act. However, 

such a designation received by the dealer more than 30 days after the termination 

is not effective. [MCL 445.1454(5); emphasis added.] 

The plain language of FUEA thus requires a dealer to terminate an agreement with a 

supplier in a single, specified way: a notice sent by “certified mail.”10 If such a termination 

occurs, MCL 445.1454 goes on to describe what sort of inventory the supplier is required to 

repurchase, and the process by which a supplier must repurchase inventory. Regardless of which 

issue are included in the definition of “inventory” by virtue of the fact that they are “equipment” 

under MCL 445.1452(d). See n 6 supra. 

9

 MCL 445.1452(e) defines “agreement” to mean: “a written, oral, or implied contract, sales 

agreement, security agreement, or franchise agreement between a supplier and a dealer by which 

the dealer is authorized to engage in the business of the retail sale and service, wholesale sale and 

service, or the distribution of tractors and equipment as an authorized outlet of the supplier or in 

accordance with methods and procedures provided for or prescribed by the supplier.” Here, the 

parties had an “agreement” for the sale and purchase of lawn rollers, which Weingartz 

terminated in August 2011. 

10 This is not to say that FUEA prohibits a dealer from terminating a contract in any way the 

dealer chooses—it simply means that if a dealer wishes to invoke its rights or seek remedies 

under FUEA, the dealer must terminate its agreement with a supplier by certified mail. 
-6- 

party terminates the contract, termination triggers the beginning of a 60-day holding period, after 

which a dealer may return the inventory to the supplier for inspection and possible repurchase. 

MCL 445.1454(5). 

In the event that a supplier refuses to accept the returned inventory, MCL 445.1454(7) 

and (8) provide contingency actions the dealer may take to ensure that inventory valid for 

repurchase under FUEA is actually repurchased by the supplier. If the supplier refuses to 

comply with any of the mandates described above, or if it categorically refuses to repurchase the 

equipment, MCL 445.1457(1) enables a dealer to bring suit against the supplier in the Michigan 

judiciary. 

C. APPLICATION

 Here, it is uncontested that, for purposes of FUEA: (1) Weingartz is a “dealer” of utility 

equipment; (2) Salsco is a “supplier” of utility equipment; (3) the lawn rollers are “equipment”; 

and (4) Weingartz and Salsco had an “agreement” to purchase equipment from 2006 to 2011. It 

is also undisputed that Weingartz terminated the agreement with Salsco by phone and email, and 

that Weingartz never sent any documents to Salsco via certified mail. 

 Accordingly, Weingartz failed to comply with the plain language of MCL 445.1454(5), 

because it did not terminate its agreement with Salsco via certified mail.11 Its failure to do so 

means that it may not invoke any of the rights and remedies contained in FUEA, which only 

apply after termination of an agreement has occurred in the fashion specified by the statute.12 

Weingartz’s protestations that such a result ignores the “broader purpose” of FUEA—

which, again, purportedly seeks “to balance the bargaining power of farm equipment dealers . . . 

 

11 Weingartz unconvincingly attempts to avoid the consequences of its failure to properly 

terminate its agreement with Salsco, by asserting that its September 2012 notarized letter to 

Salsco complied with MCL 445.1454(8) and thus enables it to demand remedies under FUEA. 

As noted, MCL 445.1454(8) provides a contingency plan for dealers who have already attempted 

to return inventory to a supplier. It is only applicable after an agreement has been properly 

terminated—which, if the dealer terminates the agreement, must be accomplished by certified 

mail. And, MCL 445.1454(8) also states that, if a dealer chooses to use the contingency option it 

describes, the dealer must send the documents listed therein via certified mail (“[i]nstead of the 

return of the inventory to the supplier under the terms of [MCL 445.1454(7)], a dealer may 

notify a supplier by certified mail that the dealer has inventory that the dealer intends to return”). 

By its own admission, Weingartz never attempted to return inventory to Salsco, failed to 

terminate its agreement with Salsco by certified mail, and sent its September 2012 notarized 

letter to Salsco by regular, not certified mail. MCL 445.1454(8) is thus completely inapplicable 

to the present case. 

12 We note that FUEA, interestingly, contains no time limitation on when a dealer may terminate 

an agreement and seek to invoke its rights under the statute. 
-7- 

against that of manufacturers”13—are irrelevant. Indeed, at the time this dispute arose, 

Weingartz may have had other remedies as options against Salsco that were unrelated to 

FUEA.14 But if it desired the very specific and attractive benefits afforded by FUEA, Weingartz 

had to comply with the mandates of the statute, and it did not do so. The plain language of 

FUEA states that the rights and remedies it provides can only be exercised upon termination of 

an agreement between a dealer and a supplier, and it explicitly mandates that a dealer must 

terminate the agreement by certified mail. Weingartz did not comply with this required 

procedure, and accordingly, its claim must fail. 

The trial court therefore correctly granted summary disposition to defendants pursuant to 

MCR 2.116(C)(10), and its order is affirmed. 

/s/ Henry William Saad 

/s/ Christopher M. Murray 

/s/ Kirsten Frank Kelly 

 

13 Cloverdale Equip Co at 4. 

14 We of course do not address such hypothetical contingencies.