GROUP CORPORATION, d/b/a SchlumbergerSema, Plaintiff, v. THE
COUNTY OF KENT,
COUNTY OF KENT,
SCHLUMBERGER LIMITED and SCHLUMBERGERSEMA, Defendant.
Consolidated Case No. 1:02-CV-286
UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF
MICHIGAN, SOUTHERN DIVISION
266 F. Supp. 2d 647; 2003 U.S. Dist. LEXIS 7602
April 29, 2006, Decided
[**1] Plaintiff's Motion to Dismiss and for Summary Judgment
GRANTED. Defendant's breach of contract, fraud, and unjust enrichment claims
dismissed. Defendant's Motion for Leave to File Amended Complaint DENIED.
Plaintiff's Motion to Strike Affidavit of Jeffrey Allen DENIED AS MOOT.
For DAVID GIBSON, defendant: Richard E. Zambon, Mitchell & Zambon,
PC, Grand Rapids, MI.
U. S. Attorneys: John F. Salan, US Attorney's Office, Grand Rapids, MI.
GORDON J. QUIST, UNITED STATES DISTRICT JUDGE.
On or about March 31, 2004, the parties entered into an agreement (the "Implementation
Agreement"), pursuant to which Convergent agreed to design and implement an
integrated, turnkey software program for the County's property tax administration
[*651] system ("PTAS"). n1 The total fixed contract price for the services to be
performed and materials to be provided by Convergent under the Implementation
Agreement was $ 5,484,268. The [**3] Implementation Agreement contained a section
regarding termination for cause, which states:
If either party shall at any time commit any material breach of any
covenant or warranty under this Agreement (other than a breach of Section 10) and (i)
shall fail to cure such breach within thirty (30) days of written notice of such breach or
(ii) if it is not curable within thirty (30) days of written notice, shall fail to diligently
commence to cure it within thirty (30) days of notice, the non-defaulting party may at its
option, and in addition to any other remedies to which it is entitled, terminate this
Agreement by written notice.
(Implementation Agreement § 19, County Compl. Ex. A.) In addition, the
Implementation Agreement gave the County the right to terminate the agreement without
cause as follows:
19.5 CLIENT has the right to terminate in whole or in part this Agreement without cause
subject to (i) thirty (30) days notice, (ii) payment to CONSULTANT for all services