Court File and Parties
ONTARIO SUPERIOR COURT OF JUSTICE
RE: FCA US LLC, Applicant
-and-
ZF CHASSIS MODULES (WINDSOR) INC., Respondent
BEFORE: FL Myers J
COUNSEL: John Leslie, David Z. Seifer, and Tyler Franco, for the Applicant W. Brad Hanna, Reuben Rothstein, and Rachel Wong, for the Respondent
HEARD: March 23, 2026
ENDORSEMENT1
1The Applicant is a Michigan headquartered company that manufactures automobiles in the US, Canada, and elsewhere. It is an Original Equipment Manufacturer or OEM.
2Stellantis owns a plant in Windsor, Ontario where it manufactures minivans and Dodge Charger cars.
3The Respondent ZF Foxconn supplies suspension modules to Stellantis at its Windsor plant. The suspension modules are but one of many component parts incorporated into Stellantis’s car manufacturing process.
4For the past year or so, the parties have been in a dispute as to the pricing terms under which ZF Foxconn supplies its goods. They have attempted some negotiation. But they have yet to resolve their differences. The parties characterize the negotiations very differently. But this does not matter for the purpose of this endorsement.
5Last December, ZF Foxconn threatened to cease supplying parts to Stellantis and it did so briefly.
6Like other OEMs in North America, Stellantis’s Windsor plant runs on a “just in time inventory” basis. It does not keep much inventory of needed components on site. Rather it requires component suppliers like ZF Foxconn to supply quantities as needed. Time is truly of the essence.
7It is of the highest importance to Stellantis that even when it is in a dispute with a supplier, that the supplier continue to supply components as needed. If ZF Foxconn were to cut off supply of its components, the Windsor plant would be unable to continue to operate after just a few hours or a day. Stellantis would suffer massive losses each day. Its 5,000-plus employees would face layoffs. All its other suppliers would have to cease supply while the line is down.
8The foreseeable results of a shutdown of Stellantis’s Windsor plant are likely so significant as to have a public interest dimension in the City of Windsor.
9It is not surprising then that the terms and conditions of Stellantis’s contracts with its component suppliers ensure that the suppliers are required to continue delivery except for specified breaches of contract by Stellantis. The contract terms ensure that suppliers are not entitled to a price increase despite changes to volume estimates, increases in the cost of labour or goods, or otherwise except with the express written agreement of Stellantis.
10When ZF Foxconn withheld deliveries late last year, Stellantis agreed, under protest, to a price increase and it made a multi-million-dollar payment demanded by ZF Foxconn.
11In January of this year, ZF Foxconn again sought price increases and payments with respect to other volume shortages and program cancellations ordered by Stellantis. ZF Foxconn asked for negotiations but threatened to stop delivering if the parties did not reach an agreement before the end of February.
12The February date was extended into March. On Thursday, March 12, 2026, ZF Foxconn advised Stellantis that it would cease supplying suspension modules to the Windsor plant on Saturday, March 14, 2026. This would have brought Stellantis’s plant to a halt late Sunday night or early Monday morning.
13On March 13, 2026, I granted an ex parte, urgent request by Stellantis to schedule a hearing on March 17, 2026 for a motion for an interlocutory injunction to prohibit ZF Foxconn from ceasing supply pending the outcome of a proceeding to be commenced.
14For reasons dated March 13, 2026, I scheduled the motion as requested and ordered that to avoid irreparable harm to Stellantis and to preserve the status quo pending the return of the motion in just a few days, ZF Foxconn was required to continue to supply parts in accordance with the purchase orders put into evidence by Stellantis.
15On March 17, 2026, the parties agreed to extend the urgent interim injunction until today. The order was expressly made on a without prejudice basis to preserve ZF Foxconn’s rights to make any argument it deemed appropriate. I understood at the time that it would be challenging the court’s jurisdiction due to an “exclusive jurisdiction” clause contained in the agreement propounded by Stellantis. (In fact, I raised the jurisdiction issue in my March 13, 2026 endorsement.)
16The parties exchanged affidavits and factums for today’s hearing. With the parties’ assent at the last case conference, I am still dealing with this on an interim basis. That means an interlocutory hearing will need to be scheduled once the parties conduct cross-examinations and any other steps that they may be advised to take.
17Stellantis has yet to commence a proceeding despite the temporal terms of Rule 37.17 of the Rules of Civil Procedure, RRO 1990, Reg 194. While it is