In general, the Michigan Supreme Court has recently demonstrated an increased willingness to enforce contracts as written, even where the result will benefit traditional business interests (such as insurance companies) in disputes with less sophisticated consumers.

Thus, the Court has resisted invitations to find that contractual provisions violate statute or public policy and are consequently unenforceable in Terrien v. Zwit, 467 Mich. 56; 648 N.W.2d 602 (2004), and Cruz v. State Farm Mutual Automobile Insurance, 466 Mich. 588; 648 N.W.2d 591 (2002).

In the context of contract interpretation, the Court has clarified and limited the situations in which trial courts may go beyond explicit contract language to consider extrinstic evidence or to employ rules of construction. Thus, in Klapp v. United Insurance Group Agency, 468 Mich. 459; 663 N.W.2d 447 (2003) the Court held that where there is evidence of the contracting parties intention, the rule of contra proferentem? (i.e., that ambiguous contracts should be construed against the drafter) has no application. Rather, the determination of an ambiguous contract's meaning must be based entirely upon contract language and the evidence relating to the partie's intent. Further, in Wilkie v. Auto-Owners Insurance, 469 Mich. 41; 664 N.W.2d 776 (2003) the Court repudiated the rule of reasonable expectations as a maxim of contract construction and overruled previous Michigan cases invoking that rule.

In Archambo v. Lawyers Title Insurance, 466 Mich. 402; 646 N.W.2d 170 (2002), and Quality Products and Concepts v. Nagel Precision, 469 Mich. 362; 666 N.W.2d 251 (2003) the Court reiterated its intention to enforce contract integration clauses, anti-waiver clauses and prohibitions against oral modifications. Although the Court declined to hold all oral modifications unenforceable where such clauses are present, it required clear and convincing evidence of the parties intent to agree to oral modifications before permitting the enforcement of such agreements; Quality Products, supra. In the same case, the Court declined to find an implied agreement to a modification from a defendant's failure to object to conduct inconsistent with the contract's terms.

Finally, in a lender-friendly decision, the Court recently held that a partial payment on a time-barred debt revives the entire unpaid balance on the obligation; Yeiter v. Knights of St. Casimir Aid Society, 461 Mich 493; 607 N.W.2d 68 (2000).

The foregoing authorities establish a clear trend toward enforcement of contracts according to their terms. For those conducting business activity in Michigan, the importance of careful drafting is paramount; there is little opportunity to escape contractual obligations. However, in most circumstances those businesses can feel confident that Michigan courts will enforce a clearly written agreement.

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