STATE OF MICHIGAN IN THE CIRCUIT COURT FOR THE COUNTY OF WAYNE FORD MOTOR COMPANY, Plaintiff, Civil Action No. ____________________-CK vs. DANA HOLDING CORPORATION and DANA CANADA CORPORATION, Defendants.

Hon. _________________________________ 12-009955-CK FILED IN MY OFFICE WAYNE COUNTY CLERK 7/27/2012 11:58:12 AM CATHY M. GARRETT

James P. Feeney (P13335) Thomas S. Bishoff (P53753) Timothy M. Kuhn (P72246) Attorneys for Ford Motor Company Dykema Gossett PLLC 39577 Woodward Avenue, Suite 300 Bloomfield Hills, MI 48304 (248) 203-0700 COMPLAINT AND JURY DEMAND There is no other pending or resolved civil action arising out of the transaction or occurrence alleged in this complaint. Plaintiff Ford Motor Company (“Ford”) alleges as its complaint and jury demand against Defendants Dana Holding Corporation and Dana Canada Corporation (collectively “Dana”) as follows: NATURE OF ACTION 1.

This dispute arises out of Dana’s failure to indemnify, defend and hold

harmless Ford for the costs and damages Ford has incurred as a result of subframe parts purchased by Ford from Dana.

2.

Ford contracted with Dana to purchase subframes. The subframes that

Ford obtained from Dana were ultimately incorporated into Windstar vehicles sold by Ford. 3.

Ford subsequently became aware of an issue with the subframes

manufactured by Dana. Accordingly, Ford took the necessary steps to remedy the issue, including recalling certain model year 1999 through 2003 Ford Windstar vehicles. 4.

Although Ford’s investigation conclusively demonstrated that Dana was

responsible for the subframe issue, Dana has denied responsibility and has refused to indemnify, defend and hold harmless Ford or otherwise reimburse Ford for its costs and damages. 5.

As a proximate result of Dana’s failure to provide subframes sufficient for

use by Ford, Ford has suffered significant and compensable damages. THE PARTIES 6.

Ford is a Delaware corporation with its principal place of business located

at One American Road, Dearborn, Michigan 48126. 7.

Dana Holding Corporation is a Delaware corporation with its principal

place of business located at 3939 Technology Drive, Maumee, Ohio 43537. 8.

Dana Canada Corporation is a foreign corporation with its principal place

of business located at 5095 South Service Rd, Beamsville, Ontario, L0R 1B0. JURISDICTION AND VENUE 9.

This Court has subject matter jurisdiction over this action because the

amount in controversy exceeds $25,000.00, exclusive of interest, fees, and costs. 10.

This Court has personal jurisdiction over Dana pursuant to MCL §

600.711 because Dana is a resident of the State of Michigan, conducts continuous and 2

systematic business in the State of Michigan, and/or has a registered agent in the State of Michigan. 11.

Venue in this Court is proper pursuant to MCL § 600.1621 because Dana

conducts business in Wayne County, Michigan, Dana has a place of business in Wayne County, Michigan, and Dana has conducted business with Ford in Wayne County, Michigan with respect to the matters at issue herein. GENERAL ALLEGATIONS 12.

At all times relevant hereto, Dana has designed, manufactured, and

supplied subframes, including part number XF22-5C145-AA, that Ford incorporated into Windstar vehicles (the “Subframes”). 13.

Ford purchased the Subframes from Dana pursuant to purchase orders

issued to Dana governed by Ford’s Global Terms and Conditions (“FGT”).

Upon

information and belief, copies of the purchase orders and the FGT are in the possession of Dana and therefore not attached hereto. 14.

After Dana supplied the Subframes for use in Ford vehicles, Ford

determined that the Subframes did not perform properly. 15.

Ford concluded that the Subframes were inadequate for use by Ford.

16.

Ford undertook to remedy the issues caused by the Subframes, including

recalling certain model year 1999 through 2003 Ford Windstar vehicles. 17.

Ford incurred substantial damages as a result of Dana’s Subframes,

including damages associated with and arising out of the recall of certain model year 1999 through 2003 Ford Windstar vehicles. 18.

Dana has refused to take responsibility for the Subframes. To date, the

parties have been unable to amicably resolve Ford’s claims. 3

COUNT I (Breach of Contract - Indemnification) 19.

The preceding paragraphs are hereby repeated and re-alleged as if set forth

fully herein. 20.

Ford and Dana entered into valid and binding contracts consisting of

Ford’s purchase orders and Ford’s Global Terms and Conditions. 21.

Ford has complied with all of its obligations under the parties’ contracts.

22.

Dana has breached the parties’ contracts by, among other things, failing to

indemnify, defend and hold harmless Ford. 23.

All conditions precedent to Ford’s enforcement of the subject contracts

have occurred or have been met. 24.

To remedy Dana’s breach, Ford has been required to expend resources and

incur significant costs and damages. 25.

Dana has refused to indemnify, defend and hold harmless Ford.

26.

As a result of Dana’s breach and failure to indemnify, defend and hold

harmless Ford, Ford has suffered significant and compensable damages, including damages associated with and arising out of the recall of certain model year 1999 through 2003 Ford Windstar vehicles. 27.

Dana is liable to Ford for its damages. COUNT II (Common Law Indemnity)

28.

The preceding paragraphs are hereby repeated and re-alleged as if set forth

fully herein.

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29.

As a result of Dana’s conduct, Ford has suffered significant and

compensable damages, including damages associated with and arising out of the recall of certain model year 1999 through 2003 Ford Windstar vehicles. 30.

Ford’s damages have arisen vicariously and/or by operation of law, and

through no fault of Ford. 31.

Dana has refused to indemnify, defend and hold harmless Ford.

32.

Ford is entitled to common law indemnity from Dana against, among other

things, claims arising out of the Subframes that have already failed and those that fail hereafter, including indemnity against the costs of defense, liability for property damage or other damages claimed by others having been caused by the failure, the cost of replacing the Subframes or other remedies, and the costs and damages associated with or arising out of the recall of certain model year 1999 through 2003 Ford Windstar vehicles. 33.

As a result of Dana’s failure to indemnify, defend and hold harmless Ford,

Ford has suffered significant and compensable damages, including damages associated with and arising out of the recall of certain model year 1999 through 2003 Ford Windstar vehicles. 34.

Dana is liable to Ford for its damages. COUNT III (Implied Contractual Indemnity)

35.

The preceding paragraphs are hereby repeated and re-alleged as if set forth

fully herein. 36.

As a result of Dana’s conduct, Ford has suffered significant and

compensable damages, including damages associated with and arising out of the recall of certain model year 1999 through 2003 Ford Windstar vehicles. 5

37.

Ford’s damages have arisen vicariously and/or by operation of law, and

through no fault of Ford. 38.

There was a special relationship between Ford and Dana and/or a course

of conduct whereby Dana undertook to perform services for and impliedly assured indemnification to Ford. 39.

Dana has refused to indemnify, defend and hold harmless Ford.

40.

Ford is entitled to common law indemnity from Dana against, among other

things, claims arising out of the Subframes that have already failed and those that fail hereafter, including indemnity against the costs of defense, liability for property damage or other damages claimed by others having been caused by the failure, the cost of replacing the Subframes or other remedies, and the costs and damages associated with or arising out of the recall of certain model year 1999 through 2003 Ford Windstar vehicles. 41.

As a result of Dana’s failure to indemnify, defend and hold harmless Ford,

Ford has suffered significant and compensable damages, including damages associated with and arising out of the recall of certain model year 1999 through 2003 Ford Windstar vehicles. 42.

Dana is liable to Ford for its damages. PRAYER FOR RELIEF

WHEREFORE, Plaintiff Ford Motor Company respectfully requests that the Court award the following relief: (A)

Enter judgment in favor of Ford and award Ford all of its damages;

(B)

Enter judgment in favor of Ford finding that Dana has breached its obligation to

indemnify, defend and hold harmless Ford;

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(C)

Awarding Ford all of its direct, incidental, and consequential damages suffered as

a result of Dana’s breach of its obligations to Ford related to the Subframes; (D)

Order that Dana must reimburse and indemnify, defend and hold harmless Ford

against any expenses, costs, and damages that Ford has incurred or incurs in reasonably mitigating its actual and potential damages associated with the Subframes; (E)

Order that Dana must indemnify, defend and hold harmless Ford against any

future liability claims and expenses, costs, and damages associated with or arising out of the Subframes; (G)

Award Ford all of its damages associated with or arising out of the recall of

certain model year 1999 through 2003 Ford Windstar vehicles. (H)

Award Ford its litigation costs, interest, and attorneys’ fees; and

(I)

Grant such other relief that this Court deems equitable, just, and appropriate.

JURY DEMAND Ford requests a jury trial as to all issues triable to a jury. Date: July 27, 2012 DYKEMA GOSSETT PLLC

By:/s/ Timothy M. Kuhn_______________ James P. Feeney (P13335) Thomas S. Bishoff (P53753) Timothy M. Kuhn (P72246) Attorneys for Ford Motor Company Dykema Gossett PLLC 39577 Woodward Avenue, Suite 300 Bloomfield Hills, MI 48304 (248) 203-0700

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