By-Lo Oil Co. v. ParTech, Inc.
United States Court of Appeals for the Sixth Circuit
11 Fed. Appx. 538 (2001)
ParTech, Incorporated (ParTech) (defendant) contracted to provide By-Lo Oil Company (By-Lo) (plaintiff) ongoing software support, including making its systems Y2K compliant before the 1999 deadline; nearly two years before that deadline, a By-Lo executive demanded details on ParTech's Y2K compliance plan, and ParTech responded that it was reviewing the issue and would update By-Lo once it reached a decision. Without waiting for that update, By-Lo purchased an entirely different Y2K-compliant system mid-1998; ParTech later sent By-Lo the promised free software with installation instructions, but By-Lo, having already switched systems, never installed it. By-Lo sued for anticipatory breach under UCC §§ 2-609 and 2-610, and the district court granted ParTech summary judgment, finding no basis to conclude ParTech had breached; By-Lo appealed.
Whether, under Michigan's UCC, a party to a contract may demand written assurance from the other party that performance will occur if there are reasonable grounds to believe performance is not likely.