Case 1:25-cv-00614-PLM-MV ECF No. 8, PageID.

79 Filed 08/29/25 Page 1 of 33

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION

BRENDA TRACY,

Plaintiff,

v. Case No. 1:25-cv-00614

BOARD OF TRUSTEES OF Hon. Paul L. Maloney,

MICHIGAN STATE UNIVERSITY, U.S. District Judge
DENNIS DENNO and REMA
VASSAR, current members of the Hon. Maarten Vermaat,
BOARD OF TRUSTEES of Michigan U.S. Magistrate Judge
State University, in their personal and
official capacity, jointly and severally,
Defendants.

BRIEF IN SUPPORT OF DEFENDANTS’ MOTION TO DISMISS

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TABLE OF CONTENTS

Page

INTRODUCTION ....................................................................................................1
ARGUMENT ............................................................................................................2
I. TRACY FAILS TO STATE A PLAUSIBLE CLAIM
(COUNTS I – VII) ...............................................................................2
A. Tracy Fails to State a Due Process Claim (Count IV) ............... 2
B. Tracy Fails to State a Breach-of-Contract Claim (Count V) ..... 8
C. Tracy Fails to State a State Tort Claim (Counts VI, VII) .......... 9
1. Tracy Fails to State a Tortious Interference with
Contract Claim (Count VI) ............................................10
2. Tracy Fails to State a Gross Negligence Claim
(Count VII) ....................................................................12
D. Tracy’s Remaining “Claims” Fail (Counts I, II, III) ...............14
1. Tracy Fails to State a “Breach of Statutory Duty”
Claim (Count I) ..............................................................15
2. Tracy Fails to State a “Breach of the Michigan
State University Board of Trustees Code of Ethics
and Conduct” Claim (Count II) .....................................16
3. Tracy Fails to State a “Misconduct in Office”
Claim (Count III) ...........................................................17
II. TRACY’S CLAIMS ARE OTHERWISE BARRED BY
FEDERAL AND STATE IMMUNITIES (COUNTS I–VII) ............19
A. Tracy’s Claims Against MSU Are Barred by Eleventh
Amendment Immunity (All Counts) ........................................19
B. Tracy’s Section 1983 Claim Against the Trustees Is Barred
by Federal Qualified Immunity (Count IV) .............................21
C. Tracy’s Claims That “Sound in Tort” Are Also Barred by
State Agency And State Qualified Immunities (Counts I-
III, VI-VII) ...............................................................................22
CONCLUSION .......................................................................................................25

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TABLE OF AUTHORITIES

Page

CASES

Anderson v. Bank of America,

2013 WL 5770507 (E.D. Mich. Oct. 24, 2013) ..................................................12

Anderson v. Ohio St. Univ.,

26 F. App’x 412 (6th Cir. 2001) .................................................................4, 5, 22

Appalachian Railcar Servs., Inc. v. Boatright Enters., Inc.,

602 F. Supp. 2d 829 (W.D. Mich. 2008) ............................................................11

Avery v. Indus. Mortg. Co.,

135 F. Supp. 2d 840 (W.D. Mich. 2001) ............................................................23

Baltrusaitis v. Int’l Union, United Auto., Aerospace & Agric.

Implement Workers of Am.,
133 F.4th 678 (6th Cir. 2025) .............................................................................18

Bank of Am., NA v. First Am. Title Ins. Co.,

499 Mich. 74 (Mich. 2016) ...................................................................................8

Barriger v. Bon-Ton Dep’t Stores, Inc.,

2019 WL 2552939 (Mich. Ct. App. June 20, 2019) ...........................................13

Bd. of Trs. of Univ. of Ala. v. Garrett,

531 U.S. 356 (2001) ............................................................................................20

Bellinger by Bellinger v. Kram,

904 N.W.2d 870 (Mich. Ct. App. 2017) .......................................................12, 13

Brock v. Mich. State Univ.,

2022 WL 178681 (W.D. Mich. Jan. 20, 2022) ...................................................20

Calhoun Cnty. v. Blue Cross Blue Shield Mich.,

824 N.W.2d 202 (Mich. Ct. App. 2012) .............................................................16

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Cole v. Bland,
2020 WL 1288406 (Mich. Ct. App. Mar. 17, 2020).....................................13, 14

Cooperrider v. Woods,
127 F.4th 1019 (6th Cir. 2025) ............................................................................. 3

Courser v. Allard,
969 F.3d 604 (6th Cir. 2020) ..............................................................................18

Crestmark Bank v. Electrolux Home Prods., Inc.,

155 F. Supp. 3d 723 (E.D. Mich. 2016) .................................................10, 11, 12

Doe v. Claiborne Cnty.,

103 F.3d 495 (6th Cir. 1996) ................................................................................3

Doe v. Cummins,
662 F. App’x 437 (6th Cir. 2016) ......................................................................... 4

Doe v. Henry Ford Health Sys.,

865 N.W. 2d 915 (Mich. Ct. App. 2014) .............................................................. 9

Doe v. Jackson Loc. Sch. Dist. Bd. of Educ.,

954 F.3d 925 (6th Cir. 2020) ................................................................................7

Doe v. Miami Univ.,

882 F.3d 579 (6th Cir. 2018) ................................................................................ 4

Doe v. Univ. of Detroit Mercy Sch. of Dentistry,

2025 WL 970405 (E.D. Mich. Mar. 31, 2025) ...................................................16

Ernst v. Rising,
427 F.3d 351 (6th Cir. 2005) ........................................................................20, 21

Estate of Ritter v. Univ. of Mich.,

851 F.2d 846 (6th Cir. 1988) ..............................................................................19

Fed. Publ’ns v. Bd. of Trs. of Mich. St. Univ.,

594 N.W.2d 491 (Mich. 1999)............................................................................23

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Ford Motor Co. v. Ghreiwati Auto,

945 F. Supp. 2d 851 (E.D. Mich. 2013) .............................................................17

Garback v. Lossing,
2010 WL 3733971 (E.D. Mich. Sept. 20, 2010) ................................................19

Genesee Cnty. Drain Comm’r v. Genesee Cnty.,

869 N.W.2d 635 (Mich. Ct. App. 2015) .............................................................23

Grinter v. Knight,
532 F.3d 567 (6th Cir. 2008) ..............................................................................20

Guertin v. State,
912 F.3d 907 (6th Cir. 2019) ............................................................................6, 7

Harris v. Mahar,
2025 WL 1527046 (W.D. Mich. May 29, 2025) ................................................18

Hewitt v. Bank of Am. NA,

2013 WL 3490668 (W.D. Mich. July 11, 2013).................................................11

In re Ohio Execution Protocol Litig.,

709 F. App’x 779 (6th Cir. 2017) .......................................................................20

Johnson v. Moseley,
790 F.3d 649 (6th Cir. 2015) ..............................................................................21

Kentucky v. Graham,
473 U.S. 159 (1985) ............................................................................................20

Kevelighan v. Orlans Assocs., P.C.,

498 F. App’x 469 (6th Cir. 2012) ......................................................................... 9

Kollaritsch v. Mich. St. Univ. Bd. of Trustees,

944 F.3d 613 (6th Cir. 2019) ........................................................................21, 22

Kue v. North,
704 F. Supp. 3d 785 (W.D. Mich. 2023),
aff’d, 2024 WL 3537650 (6th Cir. July 25, 2024) ............................................6, 7

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Kuhn v. Washtenaw Cty.,

709 F.3d 612 (6th Cir. 2013) ..............................................................................10

Maiberger v. City of Livonia,

724 F. Supp. 2d 759 (E.D. Mich. 2010) .................................................10, 11, 12

Martin v. Wood,
772 F.3d 192 (4th Cir. 2014) ........................................................................20, 21

McKenna v. Bowling Green State Univ.,

568 F. App’x 450 (6th Cir. 2014) ......................................................................... 2

Moyer v. Gov’t Emps. Ins. Co.,

114 F.4th 563 (6th Cir. 2024) ............................................................................... 8

Norris v. Stanley,
2022 WL 247507 (W.D. Mich. Jan. 21, 2022) ..................................................... 4

Nuovo v. The Ohio State Univ.,

726 F. Supp. 2d 829 (S.D. Ohio 2010) ...............................................................22

Odom v. Wayne Cnty.,

760 N.W.2d 217 (Mich. 2008)......................................................................24, 25

Parrino v. Price,
869 F.3d 392 (6th Cir. 2017) ................................................................................ 6

Pennhurst State Sch. & Hosp. v. Halderman,

465 U.S. 89 (1984) ........................................................................................20, 21

People v. Clark,
986 N.W.2d 602 (Mich. 2023)............................................................................18

People v. Coutu,
459 Mich. 348 (Mich. 1999) ...............................................................................19

People v. Rochon,
2020 WL 703472 (Mich. Ct. App. Feb. 11, 2020) .............................................18

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People v. Strampel,
2021 WL 137609 (Mich. Ct. App. Jan. 14, 2021) ..............................................18

Purisch v. Tenn. Tech. Univ.,

76 F.3d 1414 (6th Cir. 1996) ................................................................................ 4

Rabbitt v. Cornerstone Univ.,

2010 WL 11534390 (W.D. Mich. Nov. 10, 2010) .............................................23

Range v. Douglas,
763 F.3d 573 (6th Cir. 2014) ................................................................................ 7

Reed v. Mich. Metro Girl Scout Council,

506 N.W.2d 231 (Mich. Ct. App. 1993) .......................................................10, 11

Rhodes v. Detroit Med. Ctr.,

2006 WL 355249 (Mich. Ct. App. Feb. 16, 2006) .............................................15

Romain v. Frankenmuth Mut. Ins. Co.,

762 N.W.2d 911 (Mich. 2009)............................................................................14

Servais v. T.J. Mgmt. of Minneapolis, Inc.,

973 F. Supp. 885 (D. Minn. 1997) ....................................................................8, 9

Shaughnessy v. Interpublic Grp. of Cos., Inc.,

506 F. App’x 369 (6th Cir. 2012) .......................................................................15

Siddock v. Grand Trunk W. R.R.,

556 F. Supp. 2d 731 (W.D. Mich. 2008) ................................................22, 23, 24

Tarlea v. Crabtree,
687 N.W.2d 333 (Mich. Ct. App. 2004) .............................................................13

Thill v. Ocwen Loan Servicing, LLC,

8 F. Supp. 3d 950 (E.D. Mich. 2014) .................................................................12

Thomas v. Ne. Univ.,

457 F. App’x 83 (3d Cir. 2012) ..........................................................................17

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Tomaszczuk v. Whitaker,
909 F.3d 159 (6th Cir. 2018) ................................................................................ 3

Uraz v. Mich. State Univ. Bd. of Trs.,

2019 WL 2442314 (W.D. Mich. June 12, 2019) ................................................19

West v. Landau,
2025 WL 1108259 (E.D. Mich. Apr. 14, 2025) .................................................18

Will v. Mich. Dep’t of State Police,

491 U.S. 58 (1989) ..............................................................................................20

STATUTES

42 U.S.C. § 1983 ...............................................................................................passim

MCL 390.102 ...........................................................................................................22

MCL 691.1407(1) ........................................................................................13, 23, 24

MCL 750.505 .....................................................................................................17, 18

OTHER AUTHORITIES

Fed. R. Civ. P. 11(c).................................................................................................19

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INTRODUCTION

“The truth often lies, unclaimed, in the middle.” 1 On the one side, former

football coach Mel Tucker claims that Michigan State University did too much.

Now, on the other side, former football sexual misconduct trainer Brenda Tracy

claims that the University did too little. The truth here lies in the middle: the

University did what it was lawfully permitted to do when it fired Tucker for engaging

in inappropriate sexual behavior with Tracy.

Like Tucker, albeit from the opposite direction, Tracy brings a 50+-page,

kitchen-sink complaint—invoking everything from 42 U.S.C. § 1983 to “Breach of

the Code of Ethics and Conduct.” In doing so, Tracy seeks to transform Tucker’s

termination (which she once credited with bringing her “tears of relief”) into her

own multi-million-dollar windfall. But Tracy, like Tucker, fails to state a claim. She

alleges that Defendants have deprived her of due process rights she does not actually

have, refuses to accept payment for an invoice that she only just provided, and asserts

state-law claims that do not even exist. And even apart from the merits, Tracy fails

to plead even a single claim in avoidance of federal and state immunities. For these

reasons and others, Tracy’s suit must be dismissed.

1
Taylor Jenkins Reid, DAISY JONES & THE SIX (2019).

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ARGUMENT

I. TRACY FAILS TO STATE A PLAUSIBLE CLAIM (COUNTS I–VII)

Tracy fails to state a plausible claim for relief. Her due process claims fail

because Trustees Vassar and Denno are improper defendants for such a claim and

Tracy does not plausibly allege a constitutionally protected interest in any event. Her

breach-of-contract claim fails because she has refused to accept payment. And all of

her state-law claims fail for a host of reasons, including that most are not even

recognized causes of action in Michigan.

A. Tracy Fails to State a Due Process Claim (Count IV)

Tracy fails to state a due process claim against Denno and Vassar (the

“Trustees”). Initially, Tracy’s claim fails against these particular defendants. “To be

held liable under § 1983, a plaintiff must establish that ‘each Government-official

defendant, through the official’s own individual[] actions, has violated the

Constitution.’” McKenna v. Bowling Green State Univ., 568 F. App’x 450, 460 (6th

Cir. 2014) (dismissing § 1983 due process claim against a state officer that “was not

responsible for [] the alleged due process violations”).

Here, Tracy’s theory is apparently that MSU did not follow its sexual

misconduct policies. ECF No. 1, ¶¶ 259–62, PageID.46. But yet she inexplicably

names two (out of eight) individual Trustees who are not even responsible for

enforcing these policies. ECF No. 1, ¶¶ 259–62, PageID.46; see MSU RVSM Policy

§ II & n.1, https://tinyurl.com/mwx4rbzv (noting the policy is “under the direction

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of the Title IX Coordinator”). Indeed, the individual “board members were unable

to act, in a legal sense, except as constituent members of a board majority.” Doe v.

Claiborne Cnty., 103 F.3d 495, 512 (6th Cir. 1996) (dismissing § 1983 claims

against individual board members in their individual capacities). For these reasons,

the claim against the Trustees in their individual capacities is implausible or

otherwise barred by qualified immunity. See infra II.B. And to the extent that

Tracy’s § 1983 claim instead seeks to hold liable the Trustees in their official

capacities (or the Board itself), the claim is barred by sovereign immunity. See infra

II.A.

Even setting aside the identities of the defendants, the due process claim fails

on the merits for multiple reasons.

Procedural Due Process. To prove a procedural due process claim, a plaintiff

“must establish three elements: (1) that they have a life, liberty, or property interest

protected by the Due Process Clause of the Fourteenth Amendment . . . , (2) that they

were deprived of this protected interest within the meaning of the Due Process

Clause, and (3) that the state did not afford them adequate procedural rights prior to

depriving them of their protected interest.” Cooperrider v. Woods, 127 F.4th 1019,

1042 (6th Cir. 2025) (citation omitted).

To trigger protection under the Fourteenth Amendment, the identified interest

must rise to the level of a protected property or liberty interest. See Tomaszczuk v.

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Whitaker, 909 F.3d 159, 164 (6th Cir. 2018) (holding that a plaintiff “must establish

that [he or] she has been deprived of a life, liberty, or property interest sufficient to

trigger the protection of the Due Process Clause before being allowed to raise a Due

Process challenge”). “Violation of a state’s formal procedure . . . does not in and of

itself implicate constitutional due process concerns.” Purisch v. Tenn. Tech. Univ.,

76 F.3d 1414, 1423 (6th Cir. 1996). For this reason, the Sixth Circuit has consistently

rejected due process claims based on a state university’s alleged failure to follow its

own rules. See, e.g., id.; Doe v. Miami Univ., 882 F.3d 579, 603 (6th Cir. 2018)

(holding that a university’s failure “to follow its own internal guidelines does not

give rise to a procedural-due-process violation.”); Doe v. Cummins, 662 F. App’x

437, 445 n.2 (6th Cir. 2016) (finding this theory of due process “clearly lacks

merit”); Anderson v. Ohio St. Univ., 26 F. App’x 412, 414 (6th Cir. 2001) (affirming

dismissal of a procedural due process claim alleging a university’s violation of “its

own rules and procedures,” which “do not establish a cognizable constitutional

violation”); see also, e.g., Norris v. Stanley, 2022 WL 247507, at *4 (W.D. Mich.

Jan. 21, 2022) (Maloney, J.) (dismissing procedural due process claim against MSU

for failure to allege a constitutionally protected interest).

Tracy’s claim, too, must be rejected. Here, Tracy contends that the Trustees

failed to sufficiently enforce MSU’s sexual misconduct policies and procedures.

ECF No. 1, ¶¶ 259–62, PageID.46. And that failure, says Tracy, “amount[ed] to

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deliberate indifference and the complete absence of care.” Id., ¶ 262, PageID.46. But

Tracy does not have a constitutionally protected right in the enforcement of MSU’s

internal policies and procedures. See, e.g., Anderson, 26 F. App’x at 414. Tracy’s

claim thus fails for this reason alone.

What is more, Tracy fails to point to any inadequate process or deprivation

associated with her (non-existent) constitutionally protected rights. See generally

ECF No. 1. Indeed, Tracy admits that the University’s months-long investigation

included an eight-hour interview with her. See id., ¶¶ 96, 134, PageID.22. And, of

course, she admits that investigation culminated in Tucker’s termination—which

belies any notion that MSU somehow did not take seriously her allegations or

neglect to provide her with process. See Dan Murphy, Mel Tucker violated sexual

misconduct policy, says Michigan State, ESPN (Oct. 25, 2023, 5:43 PM),

https://www.espn.com/college-football/story/_/id/38744691/mel-tucker-violated-

sexual-misconduct-policy-says-michigan-state (Tracy: “my first reaction was tears

of relief”).

Substantive Due Process. Tracy also fails to state a substantive due process

claim against the Trustees. To prove this claim, a plaintiff must first show “a

deprivation of a constitutionally protected liberty or property interest”—an interest

that is “objectively, deeply rooted in this Nation’s history and tradition, and implicit

in the concept of ordered liberty, such that neither liberty nor justice would exist if

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they were sacrificed.” Parrino v. Price, 869 F.3d 392, 397 (6th Cir. 2017) (citations

omitted). “Upon a showing of a deprivation . . . a plaintiff must show how the

government’s discretionary conduct that deprived that interest was constitutionally

repugnant,” i.e., “conscience-shocking.” Guertin v. State, 912 F.3d 907, 922 (6th

Cir. 2019). “Negligent tortious conduct is categorically insufficient to satisfy this

high shocks-the-conscience standard.” Kue v. North, 704 F. Supp. 3d 785, 796 (W.D.

Mich. 2023), aff’d, 2024 WL 3537650 (6th Cir. July 25, 2024).

Tracy’s claim falters on both elements. To start, Tracy again fails to identify

a constitutionally protected interest. Tracy primarily rests her claim on purported

“deliberate indifference” in the enforcement of MSU’s internal policies. See ECF

No. 1, ¶ 262, PageID.46. But internal policies do not even qualify as a protected

interest for a procedural due process claim, supra I.A, much less reflect a substantive

interest “deeply rooted in this Nation’s history and tradition, and implicit in the

concept of ordered liberty.” Parrino, 869 F.3d at 397. Tracy’s inability to state a

cognizable property or liberty interest alone defeats her claim. See id. at 397–98

(affirming dismissal of substantive due process claim for failure to establish

cognizable interest).

True, Tracy also alleges the deprivation of “bodily integrity.” ECF No. 1,

¶ 267, PageID.47. But Tracy cannot state a plausible “bodily integrity” claim

because she does not allege (and cannot allege) that the Trustees themselves

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“intrude[d] upon” her body, Guertin, 912 F.3d at 919—or anything remotely of the

sort. Compare ECF No. 1, ¶¶ 259–62, PageID.46 (alleging noncompliance with

MSU’s policies and procedures), with Guertin, 912 F.3d at 919 (collecting cases)

(analyzing allegations relating to “[i]nvoluntarily subjecting nonconsenting

individuals to foreign substances with no known therapeutic value—often under

false pretenses and with deceptive practices hiding the nature of the interference”).

Turning to the second element, Tracy fails to plausibly plead conscience-

shocking conduct. While sexual abuse can violate the right to bodily integrity in

some cases, alleged deliberate indifference in preventing it requires knowledge of “a

substantial risk of serious harm” and a “response to that harm” that is “conscience

shocking.” Doe v. Jackson Loc. Sch. Dist. Bd. of Educ., 954 F.3d 925, 933–34 (6th

Cir. 2020). Here, Tracy pleads no facts to satisfy this standard—she instead points

to supposed “deliberate indifference” in relation to policies to prevent misconduct.

See Range v. Douglas, 763 F.3d 573, 591–92 (6th Cir. 2014) (holding that the failure

to terminate an employee prior to the discovery of sex abuse did not shock the

conscience). At most, Tracy alleges that Defendants were somehow negligent in

applying those policies—but, of course, “[n]egligent tortious conduct is

categorically insufficient.” Kue, 704 F. Supp. 3d at 796; see Jackson Loc., 954 F.3d

at 932 (“[A] public official’s negligence cannot prove a substantive-due-process

violation even where the official directly inflicts the injury.”).

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B. Tracy Fails to State a Breach-of-Contract Claim (Count V)

Tracy’s breach-of-contract claim against the Board of Trustees of Michigan

State University (“MSU”) fails. To state a breach-of-contract claim, a plaintiff must

show that “(1) there was a contract, (2) the other party breached the contract, and (3)

the breach resulted in damages to the party claiming breach.” Bank of Am., NA v.

First Am. Title Ins. Co., 499 Mich. 74, 100 (Mich. 2016). A breach-of-contract claim

is barred when the plaintiff refuses to accept payment tendered by the defendant. See

Servais v. T.J. Mgmt. of Minneapolis, Inc., 973 F. Supp. 885, 895 (D. Minn. 1997).

As the Servais court put it, a “tendered payment” for the amount allegedly owed

“completely contradicts” a plaintiff’s “allegations that [the defendant] breached its

contract by ‘wrongfully refus[ing] to pay.” Id. And a plaintiff’s “decision not to

accept the tendered payment for tactical reasons related to th[e] litigation does not

constitute a breach of contract by [the defendant].” Id.

Here, Tracy’s breach of contract claim is based on an unpaid $10,000 invoice

for the canceled speaking engagement. See Ex. A. 2 Tracy’s entitlement to that

payment is far from clear. But given the amount, and after Tracy brought the invoice

to MSU’s attention and produced it for the first time, MSU tendered the $10,000.

Ex. B. Tracy then refused to accept it, ostensibly because she was “not comfortable
2
See Moyer v. Gov’t Emps. Ins. Co., 114 F.4th 563, 568 (6th Cir. 2024) (“A
district court may consider documents submitted by the defendant without
converting a motion to dismiss to a motion for summary judgment if they are
‘referred to in the pleadings’ and ‘integral to the claims.’”) (quoting Bash v. Textron
Fin. Corp. (In re Fair Fin. Co.), 834 F.3d 651, 657 n.1 (6th Cir. 2016)).

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accepting any payment or agreeing to dismiss the contract claim until [MSU] [] filed

the motion to dismiss.” Ex. B; see ECF No. 1, ¶ 273, PageID.48. Tracy’s tactical

refusal to accept the invoice payment refutes her allegation that MSU wrongfully

refused to pay it and thus bars her claim. See Servais, 973 F. Supp. at 895.

Everything else Tracy seeks in connection with her breach claim is

unrecoverable as a matter of law. Tracy seeks damages for various other maladies,

including everything from “emotional and mental distress” to “fractured family and

personal relationships” to “prospective” appearances at other colleges. ECF No. 1,

¶¶ 273–74, PageID.48. None of these purported injuries are recoverable under

contract law. See Kevelighan v. Orlans Assocs., P.C., 498 F. App’x 469, 476 (6th

Cir. 2012) (“embarrassment, humiliation, and . . . emotional damages are not

available for breach of contract”); Doe v. Henry Ford Health Sys., 865 N.W. 2d 915,

922 (Mich. Ct. App. 2014) (“speculative damages deriv[ing] from a possible future

harm that might or might not occur” are “not recover[able] under contract law”). Nor

is there any provision in the “contract” (i.e., the $10,000 invoice) that allows her to

recover for any such injuries. See Ex. A. Accordingly, her breach of contract claim

should be dismissed.

C. Tracy Fails to State a State Tort Claim (Counts VI, VII)

Tracy’s tortious interference claim fails because MSU cannot tortiously

interfere with its own contract and Tracy does not plausibly allege the existence of

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“other contracts.” And Tracy’s gross negligence claim fails because she fails to

establish the requisite conduct and proximate cause.

1. Tracy Fails to State a Tortious Interference with Contract

Claim (Count VI)

Tracy fails to state a tortious interference claim against MSU. A claim for

tortious interference with contract requires three elements: “(1) the existence of a

contract; (2) a breach of the contract; and (3) an unjustified instigation of the breach

by the defendant.” Crestmark Bank v. Electrolux Home Prods., Inc., 155 F. Supp.

3d 723, 745 (E.D. Mich. 2016) (cleaned up). “An essential element of a tortious

interference claim is that the defendant is a third party to the contract or business

relationship.” Maiberger v. City of Livonia, 724 F. Supp. 2d 759, 772 (E.D. Mich.

2010). Further, it is “settled law that corporate agents are not liable for tortious

interference with the corporation’s contracts unless they acted solely for their own

benefit with no benefit to the corporation.” Reed v. Mich. Metro Girl Scout Council,

506 N.W.2d 231, 233 (Mich. Ct. App. 1993); see also Kuhn v. Washtenaw Cty., 709

F.3d 612, 630–31 (6th Cir. 2013) (affirming that the plaintiff could not establish a

tortious interference claim because the defendant was not a “third party” to the

contract but instead was acting for the benefit of his employer).

First, Tracy alleges that “MSU, through their agent Tucker, tortiously

interfered with and breached the contract by abruptly canceling the scheduled

appearance.” ECF No. 1, ¶ 277, PageID.48. Tracy’s tortious interference claim

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against MSU fails because MSU was not a “third party” to the alleged second

contract. See Maiberger, 724 F. Supp. 2d at 772; see also Hewitt v. Bank of Am. NA,

2013 WL 3490668, at *11 (W.D. Mich. July 11, 2013) (characterizing a tortious

interference claim against a party to the contract as “frivolous” and “nonsensical”);

Appalachian Railcar Servs., Inc. v. Boatright Enters., Inc., 602 F. Supp. 2d 829, 891

(W.D. Mich. 2008) (Maloney, J.) (where a plaintiff’s breach of contract claim fails,

her tortious interference claim “necessarily also fails”). Indeed, Tracy admits that

her contract for a second speaking engagement was “with [MSU].” ECF No. 1,

¶ 276, Page.ID.48. Thus, Tracy’s tortious interference claim against MSU with

respect to a second speaking engagement necessarily fails.3

Second, Tracy alleges that MSU tortiously interfered with unidentified “other

contracts” between her and unidentified “other entities.” ECF No. 1, ¶ 278,

Page.ID.48. This allegation also fails because Tracy does not allege facts that could

plausibly satisfy the first element of a tortious interference claim—“the existence of

a contract.” Crestmark Bank, 155 F. Supp. 3d at 745. It is well settled that at the

pleading stage, a plaintiff must identify the contract at issue, including “the specific

terms of the contract allegedly breached.” Thill v. Ocwen Loan Servicing, LLC, 8 F.

3
The question of whether Tucker is individually liable to Tracy for acting
“solely for [his] own benefit with no benefit to [MSU]” is of no moment because
Tucker is not a defendant in this lawsuit. Reed, 506 N.W.2d at 233. Indeed, Tracy
has another lawsuit where she can address such a claim. See Tracy v. Tucker, No.
24-000813-NO (Mich. 30th Cir. Ct. Oct. 4, 2024) (Dkt. No. 1) (Complaint).

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Case 1:25-cv-00614-PLM-MV ECF No. 8, PageID.98 Filed 08/29/25 Page 20 of 33

Supp. 3d 950, 955 (E.D. Mich. 2014); Anderson v. Bank of America, 2013 WL

5770507, at *4 (E.D. Mich. Oct. 24, 2013). Tracy’s references to “lost immeasurable

contracts with other entities” and “lost prospective MSU appearances, as well as

appearances at other colleges and universities,” ECF No. 1, ¶¶ 278–79, Page.ID.48–

49, only emphasize the speculative nature of these purported future deals. Nor does

Tracy allege, as required, an intentional interference, meaning “a per se wrongful

act or a lawful act with malice and without justification for the purpose of invading

the contractual rights or business relationship of another.” Crestmark, 155 F. Supp.

3d at 745 (quoting Urban Assocs., Inc. v. Standex Elecs., Inc., 216 F. App’x. 495,

514 (6th Cir. 2007)). Instead, she sets forth nothing more than insufficient

conclusory allegations of “malfeasance” and “nonfeasance.” ECF No. 1, ¶ 278,

Page.ID.48. See Maiberger, 724 F. Supp. 2d at 778 (dismissing tortious interference

claim based on conclusory allegations of actions with malice).

For all of these reasons, Tracy’s tortious interference claim against MSU fails.

2. Tracy Fails to State a Gross Negligence Claim (Count VII)

Tracy’s gross negligence claim against MSU also fails. To prove this claim, a

plaintiff must plead “conduct so reckless as to demonstrate a substantial lack of

concern for whether an injury results,” and which was the “most immediate,

efficient, and direct cause preceding [her] injury.” Bellinger by Bellinger v. Kram,

904 N.W.2d 870, 873–74 (Mich. Ct. App. 2017); MCL 691.1407(2)(c) (providing

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gross-negligence exception to immunity under the Governmental Tort Liability Act).

Allegations of inaction are insufficient to support a claim. See Bellinger, 904 N.W.2d

at 873. And an alleged violation of an institution’s internal policies may not give rise

to a legal duty for such a claim either. See Cole v. Bland, 2020 WL 1288406, at *3

(Mich. Ct. App. Mar. 17, 2020).

Start with the alleged conduct, which fails for two reasons. First, the

allegation that MSU “faile[d] to address the harassment and threats directed at

[her],” ECF No. 1, ¶ 285, PageID.49, cannot constitute gross negligence because

“allegations or evidence of inaction or claims that a defendant could have taken

additional precautions are insufficient.” Bellinger, 904 N.W.2d at 873; see also

Tarlea v. Crabtree, 687 N.W.2d 333, 339 (Mich. Ct. App. 2004) (reversing trial

court and dismissing gross negligence claim because “[s]imply alleging that an actor

could have done more is insufficient under Michigan law”). Second, the allegation

that MSU acted “contrary to their own internal policies and procedures” by

“disclosing [Tracy’s] identity to outside parties,” ECF No. 1, ¶ 284, PageID.49,

cannot constitute gross negligence because “[internal] policies may not be used to

establish a legal duty in a negligence action.” Cole, 2020 WL 1288406, at *3; see

also Barriger v. Bon-Ton Dep’t Stores, Inc., 2019 WL 2552939, at *3 (Mich. Ct.

App. June 20, 2019) (affirming dismissal of negligence claim premised on the

“defendant’s violation of its own policy”). And without a legal duty, there can be no

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negligence (much less gross negligence). Romain v. Frankenmuth Mut. Ins. Co., 762

N.W.2d 911, 913 (Mich. 2009).

Tracy fares no better on proximate cause. She alleges in conclusory fashion

that MSU’s “breach of the duty of care” was the “proximate cause” of her injuries.

ECF No. 1, ¶ 288, PageID.50. But, again, MSU’s policies did not create a legal duty

to Tracy. See, e.g., Cole, 2020 WL 1288406, at *3. And without a duty, there is no

causation. Romain, 762 N.W.2d at 913 (“[U]nder Michigan law, a legal duty is a

threshold requirement before there can be any consideration of whether a person was

negligent by breaching that duty and causing injury to another.”).

In short, Tracy fails to plead the requisite conduct and proximate cause to state

a gross negligence claim. See also infra II.C (noting further that immunity bars the

state-law claims).

D. Tracy’s Remaining “Claims” Fail (Counts I, II, III)

Tracy’s remaining claims find no home in Michigan law. Tracy’s breach of

statutory duty claim fails because she does not allege a violation of any statute. And

her claims for “Breach of the Michigan State University Board of Trustees Code of

Ethics and Conduct” and “Misconduct in Office” fail because they are not

recognized causes of action at all in Michigan.

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1. Tracy Fails to State a “Breach of Statutory Duty” Claim

(Count I)

Tracy’s claim for breach of statutory duty against MSU and the Trustees fails.

To bring a claim for breach of statutory duty, it is axiomatic that a plaintiff must

allege that the defendant violated some duty created by a statute. See Rhodes v.

Detroit Med. Ctr., 2006 WL 355249, at *2 (Mich. Ct. App. Feb. 16, 2006); Breach

of Statutory Duty, Black’s Law Dictionary (12th ed. 2024) (“[t]he violation of an

obligation imposed legislatively”) (emphasis added).

Tracy’s breach of statutory duty claim fails at the outset because she does not

identify any statute that MSU or the Trustees supposedly violated. ECF No. 1,

¶¶ 231–36, Page.ID.42; see Rhodes, 2006 WL 355249, at *2 (dismissing a plaintiff’s

breach of statutory duty claim where “[p]laintiff did not allege any specific statute

giving rise to a duty.”)

Instead, she couches her breach of statutory duty claim as an alleged breach

of MSU’s internal RVSM policy. ECF No. 1, ¶ 231, Page.ID.42. But university

policies are insufficient to create a standalone cause of action. That is especially true

where, as here, Tracy cannot establish a special legal relationship between herself—

an irregular vendor with no employment or student status—and MSU. See

Shaughnessy v. Interpublic Grp. of Cos., Inc., 506 F. App’x 369, 375 (6th Cir. 2012)

(affirming dismissal where “Plaintiff did not allege any extrinsic or circumstantial

facts beyond the Code [of Conduct] itself from which this Court could infer

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Case 1:25-cv-00614-PLM-MV ECF No. 8, PageID.102 Filed 08/29/25 Page 24 of 33

Defendant’s clear and unambiguous intent to create the [] relationship . . . that

Plaintiff seeks to impose.”); cf. Doe v. Univ. of Detroit Mercy Sch. of Dentistry, 2025

WL 970405, at *5 (E.D. Mich. Mar. 31, 2025) (analyzing whether a student

handbook can ever create an contract between a student and a university). And the

same is of course true with respect to the Trustees, who had no control over the

policies in any event. See supra I.A.

2. Tracy Fails to State a “Breach of the Michigan State

University Board of Trustees Code of Ethics and Conduct”
Claim (Count II)
Tracy fails to state a plausible claim of breach of MSU’s Code of Ethics and

Conduct against the Trustees. As explained, Tracy does not (and cannot) plausibly

allege a standalone cause of action for a breach of a university policy. Supra I.D.1.

Even to the extent Tracy alleges a breach of fiduciary duty, her claim fails.

Under Michigan law, “[f]iduciary relationships [usually] arise in one of four

situations: (1) when one person places trust in the faithful integrity of another, who

as a result gains superiority or influence over the first, (2) when one person assumes

control and responsibility over another, (3) when one person has a duty to act for or

give advice to another on matters falling within the scope of the relationship, or (4)

when there is a specific relationship that has traditionally been recognized as

involving fiduciary duties, as with a lawyer and a client or a stockbroker and a

customer.” Calhoun Cnty. v. Blue Cross Blue Shield Mich., 824 N.W.2d 202, 213

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(Mich. Ct. App. 2012). “Traditional examples of fiduciary relationships are: trustees

to beneficiaries; guardians to wards; attorneys to clients; and doctors to patients.”

Ford Motor Co. v. Ghreiwati Auto, 945 F. Supp. 2d 851, 865 (E.D. Mich. 2013)

(citations omitted). “Michigan courts have been reluctant to extend the cause of

action for breach of fiduciary duty beyond the traditional context.” Id. (citing Ulrich

v. Federal Land Bank of St. Paul, 480 N.W.2d 910, 911 (Mich. Ct. App. 1991)).

Here, Tracy does not plausibly allege a fiduciary relationship that meets any

of these standards. Indeed, as Tracy admits, the Code of Ethics and Conduct details

exactly whom the Trustees owed a fiduciary duty to—“the University and the State

of Michigan.” ECF No. 1, ¶ 194, Page.ID.36. Tracy is not the University, nor is she

the State of Michigan (or even a citizen). See ECF No. 1, ¶ 9, Page.ID.3. Thus,

Tracy’s claim for breach of a fiduciary duty fails as a matter of law because Tracy

has no fiduciary relationship with the Trustees. Cf. Thomas v. Ne. Univ., 457 F.

App’x 83, 85 (3d Cir. 2012) (former student failed to state a claim against university

for breach of fiduciary duty, as the parties lacked the requisite fiduciary

relationship).

3. Tracy Fails to State a “Misconduct in Office” Claim (Count

III)

Tracy also fails to state a plausible (or actionable) “Misconduct in Office”

claim against the Trustees. That claim, brought under a criminal statute, MCL

750.505, is not a recognized civil cause of action in Michigan.

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A criminal statute in Michigan does not create a private civil cause of action

unless the statute expressly provides one or one can be inferred because there are no

means for enforcing that statute. Courser v. Allard, 969 F.3d 604, 619 (6th Cir.

2020); Baltrusaitis v. Int’l Union, United Auto., Aerospace & Agric. Implement

Workers of Am., 133 F.4th 678, 693 (6th Cir. 2025) (“A Michigan criminal statute

does not create a private cause of action.”).

MCL 750.505 does not do either. There is no express cause of action provided.

See ECF No. 1, ¶ 246, PageID.44 (quoting MCL 750.505 in full). And MCL 750.505

is regularly enforced, so there is no implied cause of action either. See, e.g., People

v. Clark, 986 N.W.2d 602, 603 (Mich. 2023) (reinstating Misconduct-in-Office

conviction under MCL 750.505); People v. Strampel, 2021 WL 137609 (Mich. Ct.

App. Jan. 14, 2021) (affirming conviction under MCL 750.505); People v. Rochon,

2020 WL 703472 (Mich. Ct. App. Feb. 11, 2020) (same).

Tracy therefore cannot bring a claim under MCL 750.505 (let alone one based

on a violation of an internal policy)—and this Court should not be the first to so

hold. See, e.g., West v. Landau, 2025 WL 1108259, at *4 (E.D. Mich. Apr. 14, 2025)

(rejecting a plaintiff’s attempt to use MCL 750.505 as a private civil claim); Courser

v. Allard, 969 F.3d 604, 619 (6th Cir. 2020) (affirming dismissal of a plaintiff’s civil

claim seeking to enforce a Michigan criminal statute); Harris v. Mahar, 2025 WL

1527046, at *8 (W.D. Mich. May 29, 2025) (dismissing a plaintiff’s civil claim

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based on enforcement of a Michigan criminal statute); Garback v. Lossing, 2010 WL

3733971, at *8 (E.D. Mich. Sept. 20, 2010) (same).4

II. TRACY’S CLAIMS ARE OTHERWISE BARRED BY FEDERAL AND

STATE IMMUNITIES (COUNTS I–VII)

Tracy’s claims are also barred by federal and state immunities. All claims

against MSU and its Trustees in their official capacities are barred by Eleventh

Amendment immunity. And any remaining claims against the Trustees in their

individual capacities are barred by federal and state qualified immunities.

A. Tracy’s Claims Against MSU Are Barred by Eleventh Amendment

Immunity (All Counts)
Eleventh Amendment immunity bars all of Tracy’s claims against MSU and

the Trustees in their official capacities (Counts I–VII). Michigan State University,

through its Board of Trustees (“MSU”), is an Arm of the State of Michigan and, as

a result, enjoys Eleventh Amendment immunity. See Mich. Const., art. 8, § 5; Estate

of Ritter v. Univ. of Mich., 851 F.2d 846, 850–51 (6th Cir. 1988) (citing Mich. Const.,

art. 8, § 5); Uraz v. Mich. State Univ. Bd. of Trs., 2019 WL 2442314, at *3 (W.D.

Mich. June 12, 2019) (Maloney, J.) (collecting cases).

The Eleventh Amendment bars claims against State entities in federal court

absent abrogation, consent, or waiver. See Bd. of Trs. of Univ. of Ala. v. Garrett, 531

U.S. 356, 363 (2001); Pennhurst State Sch. & Hosp. v. Halderman, 465 U.S. 89, 98–
4
Adding to the frivolousness of her claim, Tracy quotes language from a case,
People v. Coutu, 459 Mich. 348, 354 (Mich. 1999), that does not actually appear in
that case. See ECF No. 1, ¶ 245, PageID.44; cf. Fed. R. Civ. P. 11(c).

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100 (1984); Ernst v. Rising, 427 F.3d 351, 358-59 (6th Cir. 2005) (en banc). “This

bar remains in effect when State officials are sued for damages [claims] in their

official capacity.” Kentucky v. Graham, 473 U.S. 159, 169 (1985); see, e.g., Grinter

v. Knight, 532 F.3d 567, 576–77 (6th Cir. 2008). And it remains in effect when

officials are sued for damages claims “in their individual capacities if, in reality, [the

claims lie against] them in their official capacities.” Martin v. Wood, 772 F.3d 192,

196 (4th Cir. 2014) (listing several factors). “Whether one seeks relief against [an]

officer in his official capacity (and hence the Sovereign)”—as opposed to his

individual capacity—“turns on whether the defendant state official was empowered

to do what he did, i.e., whether, even if he acted erroneously” or “tortious[ly],” “it

was action within the scope of his authority.” Pennhurst, 465 U.S. at 112 n.22 (citing

Larson v. Domestic & Foreign Com. Corp., 337 U.S. 682, 685 (1949)); accord In re

Ohio Execution Protocol Litig., 709 F. App’x 779, 783–84 (6th Cir. 2017).

First, there has been no abrogation for any claim against MSU or its Trustees.

That is true for the federal claim (Count IV). See Will v. Mich. Dep’t of State Police,

491 U.S. 58, 66 (1989) (§ 1983). And it is true for “all [the] state-law claims”

(Counts I–III, V–VII). Ernst, 427 F.3d at 368; Brock v. Mich. State Univ., 2022 WL

178681, at *2–3 (W.D. Mich. Jan. 20, 2022).

And although the claims also purport to name two Trustees in their “individual

capacities,” the allegations suggest that the claims are official capacity in nature.

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Indeed, Plaintiff alleges throughout her complaint that the defendants took acts that

were “tied inextricably to their official duties,” acts “authorized” by the Board and

in aid of “[MSU’s] interests.” Martin, 772 F.3d at 196; see, e.g., ECF No. 1, ¶¶ 6–8,

231, 238, 259–62, PageID.3, 42–43, 46. That Plaintiff also alleges that these

decisions and acts were “[in]correct” and “tortious” is immaterial. See Pennhurst,

465 U.S. at 112 n.22. As a result, the mislabeled individual-capacity claims are

barred as well.

Second, there has been no consent or waiver with respect to any of these

claims either. A state can waive its Eleventh Amendment immunity “through

legislation” or “conduct in litigation.” Ernst, 427 F.3d at 358. But Michigan has not

consented “through legislation” to be sued for these claims. Id. And obviously there

has been no waiver in this “litigation.” Id.

B. Tracy’s Section 1983 Claim Against the Trustees Is Barred by

Federal Qualified Immunity (Count IV)
Federal qualified immunity bars Tracy’s § 1983 claim against the Trustees in

their individual capacities. Federal qualified immunity “shields government officials

from standing trial for civil liability in their performance of discretionary functions,

unless their actions violate clearly established rights.” Kollaritsch v. Mich. St. Univ.

Bd. of Trustees, 944 F.3d 613, 626 (6th Cir. 2019); see also Johnson v. Moseley, 790

F.3d 649, 653 (6th Cir. 2015) (similar). “To survive a motion to dismiss based on

qualified immunity, the complaint must allege facts that, if proven to be true, would

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show the violation of a right so clearly established that a reasonable official would

necessarily have recognized the violation.” Kollaritsch, 944 F.3d at 626.

Tracy does not plead any facts showing that the Trustees violated clearly

established law. See supra I.A. Nor could she. See, e.g., Anderson, 26 F. App’x at

414 (affirming qualified immunity for university officials where allegations that a

university “violated its own rules and procedures” “do not establish a cognizable

constitutional violation”); Nuovo v. The Ohio State Univ., 726 F. Supp. 2d 829, 853

(S.D. Ohio 2010) (applying Anderson and granting qualified immunity against

Section 1983 claim alleging violation of university policies).

Because Tracy fails to plausibly allege a violation of any clearly established

law, she cannot overcome federal qualified immunity as to her Section 1983 claim.

C. Tracy’s Claims That “Sound in Tort” Are Also Barred by State

Agency And State Qualified Immunities (Counts I–III, VI–VII)

First, MSU—which includes its Trustees, MCL 390.102—enjoy immunity

from any common-law tort claims (Counts I–II, and VI–VII) under Michigan’s

Governmental Tort Liability Act (GTLA). See Siddock v. Grand Trunk W. R.R., 556

F. Supp. 2d 731, 735–36 (W.D. Mich. 2008) (Maloney, J.) (explaining why federal

courts must also apply GTLA immunity). The GTLA immunizes MSU “from tort

liability” to the extent it “engaged in the exercise or discharge of a governmental

function.” MCL 691.1407(1). “This is a very high—and extremely difficult—burden

for a plaintiff to surmount because” it captures “intentional torts”; and courts

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examine “the general activity involved rather than the specific conduct engaged in

when the alleged injury occurred.” Genesee Cnty. Drain Comm’r v. Genesee Cnty.,

869 N.W.2d 635, 642 (Mich. Ct. App. 2015). While other narrow exceptions exist,

a “plaintiff must plead her case in avoidance of immunity.” Siddock, 556 F. Supp.

2d at 736 (citing Mack v. City of Detroit, 649 N.W.2d 47, 54 (Mich. 2002)). The

failure to plead in avoidance requires dismissal. Id. at 740.

The GTLA bars any common-law tort claims against MSU and the Trustees.

After all, Counts I, II, and VI–VII of Tracy’s Complaint all sound in “tort.” MCL

691.1407(1); see Avery v. Indus. Mortg. Co., 135 F. Supp. 2d 840, 843 (W.D. Mich.

2001) (“breach of statutory duty [] sounds in tort.”); Rabbitt v. Cornerstone Univ.,

2010 WL 11534390, at *4 (W.D. Mich. Nov. 10, 2010) (“Claims of breach of

fiduciary duty sound in tort”). Each alleges facts that reflect “the exercise or

discharge of a governmental function,” MCL 691.1407(1), in connection with a

university investigation, Fed. Publ’ns v. Bd. of Trs. of Mich. St. Univ., 594 N.W.2d

491 (Mich. 1999). See, e.g., ECF No. 1, ¶¶ 233–34 (alleged disclosure of

investigation details), 239 (alleged failure to conform with University policy), 278

(alleged interference with undisclosed “other contracts”), 284–85 (alleged failure to

adequately address threats against Tracy), Page.ID.42–43, 48–49. And none

attempts to plead in avoidance of governmental immunity. Siddock, 556 F. Supp. 2d

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Case 1:25-cv-00614-PLM-MV ECF No. 8, PageID.110 Filed 08/29/25 Page 32 of 33

at 736 (citing Mack, 649 N.W.2d at 54). In short, any tort claims against MSU and

the Trustees are barred by GTLA immunity.

Second, officers are immune from negligent torts if (1) “[t]he governmental

agency is engaged in the exercise or discharge of a governmental function”; (2) if

they “reasonably believe[] [they are] acting within the scope of [their] authority”;

and (3) if “[t]he officer[s’] conduct does not amount to gross negligence that is the

proximate cause of the injury or damage.” MCL 691.1407(2). Again, a “plaintiff

must plead her case in avoidance of immunity.” Siddock, 556 F. Supp. 2d at 736

(citing Mack, 649 N.W.2d at 54). Officers are also immune from intentional torts if

(1) “[t]he acts were undertaken during the course of employment and the employee

was acting, or reasonably believed that he was acting, within the scope of his

authority”; (2) “the acts were undertaken in good faith, or were not undertaken with

malice”; and (3) “the acts were discretionary, as opposed to ministerial.” Odom v.

Wayne Cnty., 760 N.W.2d 217, 228 (Mich. 2008).

As noted above, Tracy has pleaded no facts that would reflect “gross

negligence.” Supra I.C.2. And to the extent that Tracy alleges purely intentional torts

against the Trustees, her own allegations show that the Trustees were acting within

the scope of their roles. See, e.g., ECF No. 1, ¶¶ 251, 255, PageID.45 (alleging that

“individual defendants” engaged in “misconduct in office” within the scope of their

roles as “the highest-ranking officers within the administration”) (emphasis added).

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The only question, then, is whether “the acts were undertaken in good faith, or were

not undertaken with malice.” Odom, 760 N.W.2d at 228. For all the same reasons

that Tracy has pleaded no facts to show gross negligence, she certainly has pleaded

no facts to show “malice.” Supra I.C.2. Counts I–II and VI at most plead injuries as

“a direct and proximate result” of group-pleaded “Defendants’ actions.” ECF No. 1,

¶¶ 235, 241, 280, 288, PageID.42–43, 49–50. And Count III is not even actionable

in the civil context. Supra I.D.3.

CONCLUSION
For the foregoing reasons, Defendants request that the Court grant their

motion and dismiss Tracy’s Complaint in its entirety with prejudice.

Dated: August 29, 2025 Respectfully submitted,

/s/ Terri L. Chase

Terri L. Chase
JONES DAY
Brickell World Plaza
600 Brickell Ave, Suite 3300
Miami, FL 33131
(305) 714-9700
tchase@jonesday.com

Andrew J. Clopton (P80315)

JONES DAY
150 W. Jefferson Ave, Suite 2100
Detroit, MI 48226
(313) 733-3939
aclopton@jonesday.com

Counsel for Defendants

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EXHIBIT A
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Case 1:25-cv-00614-PLM-MV ECF No. 8-2, PageID.114 Filed 08/29/25 Page 1 of 4

EXHIBIT B
 Case 1:25-cv-00614-PLM-MV ECF No. 8-2, PageID.115 Filed 08/29/25 Page 2 of 4

From: Chase, Terri L.

Sent: Wednesday, August 13, 2025 10:50 AM
To: Karen Truszkowski
Cc: Clopton, Andrew J.; Corley, Patrick M.; Baum, Daniel
Subject: RE: Check

Karen,

As you know, MSU offered to pay the $10,000, requested an invoice (which you provided), and then mailed a check
for the full payment that was returned to MSU as having the wrong address. MSU has made a reasonable effort to
resolve this breach of contract claim. Your client’s refusal to provide information allowing MSU to make this
payment is at her own peril with respect to the success of this claim. Should your client continue to refuse to
accept the $10,000 (which is being offered on an unconditional basis), we reserve our right to move to dismiss the
claim on that basis.

Unless we hear otherwise, we understand that your client is refusing to accept payment. If your client changes her
mind, please provide an accurate mailing address or wire information as requested below.

Terri

Terri L. Chase
Partner
JONES DAY® - One Firm Worldwide℠
600 Brickell Avenue, Suite 3300
Miami, Florida 33131
(T) 305.714.9722
(F) 305.714.9799
tlchase@jonesday.com

250 Vesey Street

New York, New York 10281
(T) 212.326.8386
(F) 212.755.7306

*Admitted in Florida, New York,

Massachusetts and Connecticut

From: Karen Truszkowski <karen@temperancelegalgroup.com>

Sent: Tuesday, August 12, 2025 5:52 PM
To: Chase, Terri L. <tlchase@jonesday.com>
Subject: Re: Check
Terri, At this point, my client is not comfortable accepting any payment or agreeing to dismiss the contract claim until your client has filed the motion to dismiss. Thank you Terri. Karen On Mon, Aug 11, 2025 at 2: 59 PM Chase, Terri L. <tlchase@ jonesday. com>
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 Case 1:25-cv-00614-PLM-MV ECF No. 8-2, PageID.116 Filed 08/29/25 Page 3 of 4

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Terri,

At this point, my client is not comfortable accepting any payment or agreeing to dismiss the
contract claim until your client has filed the motion to dismiss.

Thank you Terri.

Karen

On Mon, Aug 11, 2025 at 2:59 PM Chase, Terri L. <tlchase@jonesday.com> wrote:

Karen,

The check that MSU sent to Brenda was returned with a notation that the address was incorrect. Can you provide
us the correct address or wiring instructions?

Terri

Terri L. Chase
Partner
JONES DAY® - One Firm Worldwide℠
600 Brickell Avenue, Suite 3300

Miami, Florida 33131

(T) 305.714.9722

(F) 305.714.9799

tlchase@jonesday.com

250 Vesey Street

New York, New York 10281
(T) 212.326.8386
(F) 212.755.7306
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 Case 1:25-cv-00614-PLM-MV ECF No. 8-2, PageID.117 Filed 08/29/25 Page 4 of 4

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