By-Lo Oil Co., Inc. v. ParTech, Inc.

11 Fed. Appx. 538 (2001)

Quick Summary

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By-Lo Oil Co., Inc. (plaintiff) and ParTech, Inc. (defendant) were involved in a dispute over software compliance with Y2K requirements. By-Lo sought details on compliance measures and, not receiving timely assurance, purchased a new system and sued for anticipatory breach.

The main issue was whether ParTech’s delay constituted an anticipatory breach under the Uniform Commercial Code. The district court sided with ParTech, and the appellate court affirmed this decision, finding no breach had occurred.

Facts of the Case

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By-Lo Oil Company (plaintiff) engaged ParTech Incorporated (defendant) to supply software for managing By-Lo’s business operations. The agreement included a clause that ParTech would ensure the software’s compliance with year 2000 (Y2K) requirements.

Concerns arose when By-Lo demanded details on Y2K compliance measures, which ParTech initially failed to provide.

As time progressed without a clear solution from ParTech, By-Lo opted to purchase a new Y2K compliant system. ParTech later sent the necessary software updates to By-Lo, but By-Lo had already switched systems and did not use the updates provided by ParTech. This led to By-Lo suing ParTech for anticipatory breach of contract.

Procedural Posture and History

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  1. By-Lo Oil Co. filed a lawsuit in Michigan state court alleging anticipatory breach of contract by ParTech, Inc.
  2. ParTech removed the case to federal district court.
  3. The federal district court granted summary judgment in favor of ParTech, Inc.
  4. By-Lo Oil Co. appealed the decision to the United States Court of Appeals for the Sixth Circuit.

I.R.A.C. Format


Issue Icon

Whether ParTech, Inc.’s actions constituted an anticipatory breach of contract under Michigan’s Uniform Commercial Code.

Rule of Law

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The Uniform Commercial Code (UCC) sections 2-609 and 2-610 address a party’s right to demand adequate assurance of performance and define what constitutes an anticipatory breach of contract.

Reasoning and Analysis

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The appellate court found that By-Lo Oil Co.’s request for Y2K compliance details did not constitute a formal modification request under the contract’s provision. The court also determined that no reasonable jury could find ParTech’s assurance inadequate or that By-Lo had reasonable grounds for insecurity regarding ParTech’s ability to make the software Y2K compliant.

Therefore, By-Lo’s decision to purchase a new system and initiate a lawsuit was deemed premature and without sufficient legal basis, given that ParTech eventually provided the necessary software updates as per their agreement.


Conclusion Icon

The appellate court affirmed the district court’s grant of summary judgment in favor of ParTech, Inc.

Key Takeaways

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  1. The Uniform Commercial Code provides guidelines on what constitutes reasonable grounds for insecurity and adequate assurance in performance contracts.
  2. A party’s request for assurance must be based on reasonable grounds, and the promisor’s response must be considered adequate based on commercial standards and the specifics of the case.
  3. Anticipatory breach claims must be substantiated by clear evidence that the promisor will not fulfill their contractual obligations within the agreed timeframe.

Relevant FAQs of this case

What constitutes adequate assurance of performance under UCC?

Adequate assurance of performance refers to a party’s obligation to provide reasonable security or guarantee that they will fulfill their contractual duties. This typically comes into play when one party has genuine doubts about the other’s capability to perform.

  • For example: A furniture manufacturer may exhibit financial instability, prompting a retailer to request assurance. Providing access to recent financial statements demonstrating solvency would be considered adequate assurance.

In what scenarios can a party claim anticipatory breach?

An anticipatory breach occurs when one contractual party unmistakably indicates they will not perform their duties when due, either through words or actions, before the performance is required.

  • For example: If a contractor booked for a July home renovation in January publicly announces they are retiring in March without fulfilling their existing contracts, this would constitute anticipatory breach.

How do commercial standards impact the adequacy of performance in contracts?

Commercial standards, which consist of industry norms and practices, play a critical role in determining what is considered an adequate level of performance. These standards help ensure fairness and predictability in business transactions.

  • For example: In the tech industry, delivering software updates within a time frame consistent with industry norms would be necessary to meet commercial standards of adequacy.
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