Executive Summary: Key Legal and Evidentiary Issues

• Dispute over whether Stellantis can compel continued supply of suspension modules from ZF Foxconn through Ontario courts despite an exclusive jurisdiction clause in favour of Michigan courts.
• Central interpretive issue concerning the scope of section 26(b) of Stellantis’s standard terms, which designates Michigan state or federal courts in Oakland County as the exclusive venue for “any suit regarding or relating to” the purchase orders.
• Argument by Stellantis that section 33 creates a standalone right to injunctive relief in Ontario, contrasted with the court’s finding that section 33 only supplements the contractual performance obligations governed by section 26(b).
• Competing positions on alleged contractual amendments to permit ZF Foxconn price increases and compensation for volume reductions and cancellations, with the court recognizing “serious issue to be tried” but not resolving the pricing merits at this interim stage.
• Question whether strong cause exists, under Z.I. Pompey Industrie v. ECU-Line N.V., to refuse enforcement of the exclusive jurisdiction clause, particularly due to Stellantis’s concern that Michigan interlocutory orders may not be enforceable in Ontario.
• Jurisdictional and attornment issues, including whether ZF Foxconn, in seeking to lift the interim Ontario injunction, had attorned to Ontario’s jurisdiction and whether the Ontario court should continue to exercise its jurisdiction simpliciter in light of the forum selection clause.

Background and commercial relationship

Stellantis, through FCA US LLC, is a Michigan-headquartered automotive manufacturer that operates plants in the United States, Canada, and elsewhere. It owns a significant facility in Windsor, Ontario, where it manufactures minivans and Dodge Charger vehicles. ZF Chassis Modules (Windsor) Inc., also referred to as ZF Foxconn, supplies suspension modules to Stellantis’s Windsor plant. These modules are just one set of many component parts integrated into Stellantis’s vehicle production process. The Windsor plant operates on a “just in time” inventory model, keeping minimal on-site stock and relying on suppliers like ZF Foxconn to deliver components on a near-continuous basis as needed. Because any interruption in supply would cause a near-immediate production halt, Stellantis faces the risk of massive daily financial losses, potential layoffs of over 5,000 employees, and disruption to its entire supply chain if deliveries are interrupted. The impact of a shutdown is of such magnitude that the court recognises a public interest dimension in Windsor.

Pricing dispute and threats to cease supply

For approximately a year, Stellantis and ZF Foxconn had been locked in a dispute over pricing terms for the suspension modules. Stellantis’s standard terms are designed to protect it from unilateral price increases, despite variations in estimated volumes, input costs, or other changes, unless Stellantis expressly agrees in writing. Late in the previous year, ZF Foxconn briefly withheld deliveries and demanded a price increase, which Stellantis accepted only under protest while making a multi-million-dollar payment to keep production going. In January, ZF Foxconn again sought further price increases and compensation relating to alleged volume shortfalls and program cancellations by Stellantis. Although ZF Foxconn requested negotiations, it simultaneously threatened to stop supplying parts if no agreement was reached by the end of February; that date was later extended into March. On March 12, 2026, ZF Foxconn advised Stellantis that it would cease supplying suspension modules on March 14, 2026, a move that would have shut down the Windsor plant within hours or a day.

Urgent interim injunction in Ontario

In response to the imminent production shutdown, Stellantis sought urgent relief from the Ontario Superior Court of Justice. On March 13, 2026, Justice Myers granted an ex parte request to schedule a motion for an interlocutory injunction on March 17, 2026. To prevent irreparable harm and preserve the status quo in the few days before the return date, the court ordered ZF Foxconn to continue supplying suspension modules in accordance with the purchase orders filed by Stellantis. On March 17, 2026, with the parties present, they agreed to extend the urgent interim injunction until March 23, 2026. That extension was expressly without prejudice to ZF Foxconn’s right to challenge jurisdiction and raise any argument it deemed appropriate. Importantly, Stellantis had not yet commenced a formal proceeding (i.e., no statement of claim or notice of application had been issued), even though the Rules of Civil Procedure require a proceeding to be started promptly after obtaining interim relief. The court emphasized that, at this interim stage, the focus was on preserving the short-term status quo pending a more fulsome interlocutory record, including cross-examinations and formal pleadings.

Key contractual terms and the exclusive jurisdiction clause

The dispute rests on Stellantis’s standard form terms, which are incorporated into each accepted purchase order. These terms are drafted by Stellantis and apply uniformly to its suppliers. Section 3 requires deliveries to be made within the stated times under the purchase orders. Section 5 specifies that volume estimates are not binding, impeding suppliers from relying on forecast adjustments to justify changes in their obligations. Section 9 expressly precludes price changes arising from volume or cost issues unless Stellantis has given its express written consent. From the court’s perspective, if ZF Foxconn refuses to deliver in the absence of a price increase, Stellantis’s claim is, in substance, for breach of these performance obligations under section 3 and related provisions. Section 33 of the standard terms provides that if a supplier commits a material breach of its supply obligations under section 3, Stellantis will suffer irreparable harm and will be entitled to an injunction in addition to any damages claim. The court characterises this as a remedial clause: it confirms that, in any lawsuit arising from a supplier’s delivery breach, Stellantis may seek injunctive relief based on an agreed acknowledgment of irreparable harm. The most contentious provision is section 26, titled “Dispute Resolution; Governing Law.” Section 26(a) provides that the order and all transactions between FCA US and the supplier will be governed by Michigan law, as if performed entirely in that state. Section 26(b) states that, for all disputes arising out of the order, the supplier consents to the personal jurisdiction of state and federal courts in Oakland County, Michigan, waives any forum non conveniens objections, and, crucially, that “[a]ny suit regarding or relating to this Order may only be brought in the state or federal court in and for Oakland County, Michigan, USA, which are the exclusive venue for any such suit.” Justice Myers interprets the phrase “any suit regarding or relating to this Order” as words of the broadest scope, capturing every lawsuit connected with the purchase orders and precluding litigation in any other forum.

Arguments on the application of section 26(b) and section 33

Stellantis argued that the first sentence of section 26(b) is essentially a supplier-side concession: it ensures that suppliers worldwide must sue Stellantis in Michigan, but does not prevent Stellantis itself from choosing other forums. Under this reading, the exclusive venue clause would bind suits “brought by suppliers,” leaving Stellantis free to litigate in Ontario where its plant is located and where the supply is performed. The court rejects this interpretation. Justice Myers finds that the first sentence deals only with personal jurisdiction over suppliers (who must accept Michigan courts), whereas Stellantis, being headquartered in Michigan, already falls within that jurisdiction and thus has nothing to “acknowledge.” Once both parties are subject to Michigan courts, the final sentence of section 26(b) applies equally to each of them, stipulating that any suit regarding or related to the orders must be brought exclusively in Michigan. Stellantis also contended that section 33, which confirms Stellantis’s entitlement to injunctive relief when a supplier breaches its delivery obligations, creates a standalone cause of action unaffected by section 26. The court disagrees. It finds section 33 is not an independent performance covenant and cannot be the basis of a freestanding proceeding. The underlying cause of action lies in breaches of sections 3, 5, 9 or other operative terms governing supply and pricing; section 33 merely confirms the availability of injunctive relief within a lawsuit that already falls under the “any suit regarding or relating to this Order” language of section 26(b). Accordingly, any action by Stellantis seeking to compel ZF Foxconn to continue supplying parts (including one claiming injunctive relief under section 33) must still be brought in Michigan.

Competing positions on alleged contractual amendments

ZF Foxconn submitted that, beyond the standard terms, the parties had amended the purchase orders with Stellantis’s consent to provide an entitlement to price increases and additional compensation when Stellantis reduced forecast volumes or cancelled programs. It pointed to substantial investments and pricing changes it made in 2024 at Stellantis’s request, asserting that it had negotiated new pricing to reflect those commitments. Stellantis, in turn, denied that it ever agreed to fold such amendments into the existing purchase orders, maintaining that ZF Foxconn remained bound by the original pricing and no valid contractual modification had been accepted. Stellantis further argued that even if some price changes had been agreed, ZF Foxconn had not terminated the underlying agreement and therefore could not lawfully cease supply while the contract remained in force. Justice Myers expressly declines to resolve these merits disputes at the interim stage, instead acknowledging that “each side has a serious issue to be tried” regarding contract interpretation and the parties’ respective rights and obligations under the alleged amendments. For jurisdictional purposes, however, he finds that section 26 remains applicable no matter how the pricing terms are ultimately construed.

Enforceability of the exclusive jurisdiction clause

Both parties accepted that the governing authority on exclusive jurisdiction clauses is the Supreme Court of Canada’s decision in Z.I. Pompey Industrie v. ECU-Line N.V. Under Pompey, courts presumptively enforce an exclusive forum selection clause that applies by its terms and is not unconscionable, unless the party seeking to avoid the clause can demonstrate “strong cause” grounded in justice and convenience. Justice Myers concludes that section 26(b) clearly applies to Stellantis’s attempt to compel continued supply under the purchase orders. The parties are sophisticated commercial entities, there is no apparent imbalance of bargaining power, and there is a substantial connection to Michigan, given that Stellantis (FCA US) is headquartered there and drafted the terms. The judge emphasizes the principle of contractual certainty and the importance of enforcing the bargain Stellantis itself required of all its suppliers worldwide. Although the physical supply occurs in Ontario, the contractual counterparty is a US entity, and there is nothing unjust or unduly inconvenient about litigating in Michigan, particularly since this is the precise arrangement Stellantis chose and imposed.

Stellantis’s “strong cause” argument and enforcement concerns

Stellantis’s main attempt to show “strong cause” focused on the practical difficulty of enforcing any interim or interlocutory Michigan injunction in Ontario. It argued that Michigan courts cannot directly enlist the Windsor Sheriff or local enforcement mechanisms, and that Ontario courts generally require a final order before enforcing foreign judgments. As a result, Stellantis contended that if it secured an interim or interlocutory injunction in Michigan compelling ZF Foxconn to continue supplying parts, that order might not be enforceable in Ontario if ZF Foxconn later chose to ignore it. Justice Myers acknowledges that ease of enforcement is a legitimate factor in the strong cause analysis but rejects the suggestion that ZF Foxconn would be free to disregard a US order. He notes that ZF Foxconn is part of a multinational conglomerate that has already attorned to the US jurisdiction, and there is no evidence that it lacks US assets or staff, or that it has a history of defying court orders. Michigan courts, he observes, have robust tools to compel compliance with their orders, even if they cannot directly deploy Ontario enforcement officers. Without concrete evidence to support Stellantis’s fears, the court regards its enforcement concerns as largely speculative. The judge further underlines that Stellantis itself drafted the exclusive jurisdiction clause without inserting any carve-out permitting it to seek interim relief in other courts, a carve-out sometimes found in arbitration and other dispute-resolution clauses. This drafting choice, in his view, suggests Stellantis had confidence in the efficacy of Michigan relief and must now live with the bargain it required of its suppliers.

Jurisdiction simpliciter, attornment, and procedural consequences

Justice Myers accepts that the exclusive jurisdiction clause does not deprive the Ontario court of jurisdiction simpliciter; that residual jurisdiction formed the basis on which he initially granted the ex parte injunction on March 13, 2026. However, once ZF Foxconn invoked section 26(b), the focus shifted from mere jurisdiction simpliciter to whether the Ontario court should, in the interests of justice and contractual comity, decline to exercise its jurisdiction in favour of the agreed forum. Citing 2249659 Ontario Ltd. v. Sparkasse Siegen, the judge reiterates that Stellantis is bound by the clause absent strong cause to the contrary. On the question of attornment, Stellantis argued that ZF Foxconn, by seeking to vary or vacate the interim injunction and making submissions that touched on the strength of the case, had effectively attorned to Ontario’s jurisdiction. The court disagrees. It finds that ZF Foxconn was brought before the Ontario court against its will via the ex parte order, consistently preserved its jurisdictional objection in both written and oral submissions, and was entitled to challenge the injunction without being deemed to have accepted Ontario as the proper forum. Drawing on authorities such as Sakab Saudi Holding Company v. Al Jabri, Justice Myers stresses that a defendant may contest jurisdiction and simultaneously seek relief from existing orders without attorning.

Outcome, successful party, and monetary consequences

In the result, Justice Myers upholds and enforces the exclusive jurisdiction clause in section 26(b) of Stellantis’s standard terms. He finds no ambiguity in its language, no unconscionability, and no strong cause to justify departure from the parties’ agreement to litigate only in Michigan. As a consequence, Stellantis’s attempt to maintain an Ontario-based injunctive regime fails. The order of March 13, 2026, as extended on March 17, 2026, is vacated, and ZF Foxconn succeeds on its jurisdictional challenge. ZF Foxconn is therefore the successful party in this decision. The court does not, however, adjudicate the underlying contract dispute or award any substantive damages or monetary relief; those issues remain to be pursued, if at all, in the Michigan courts designated by the contract. On costs, the judge merely sets a timetable for written submissions—ZF Foxconn may deliver its submissions by March 30, 2026, and Stellantis by April 6, 2026—without fixing any dollar amount in this endorsement. As a result, while ZF Foxconn emerges successful on the jurisdiction issue, the total monetary award, including costs, damages, or any other sums in its favour, cannot be determined from this decision because no specific amounts are ordered or quantified.