Mich. Comp. Laws » Michigan Compiled Laws / Chapter 440 / Act 174 of 1962

Mich. Comp. Laws § 440.2309

Time of performance; contract termination.

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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.2309 Time of performance; contract termination.

Sec. 2309.

    (1)  The time for shipment or delivery or any other action under a contract if not provided in this article or agreed upon shall be a reasonable time.

    (2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.

    (3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.

History: 1962, Act 174, Eff. Jan. 1, 1964

Notes of Decisions
Cited in 12 cases (3 in the last 5 years), 1969–2026 · leading case: KLT Industries, Inc. v. Eaton Corp.
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KLT Industries, Inc. v. Eaton Corp. (1981) mied · cites it 4× “§ 440.2309 Comment 5, M.S.A. § 19.2309 Comment 5; Farmers Union Grain Terminal Ass’n.”
Lorenz Supply Co. v. American Standard, Inc. (1984) mich · cites it 2× “1 to this section states that "[i]t applies to such contracts of nonproducing establishments such as dealers or distributors as well as to manufacturing concerns”.”
Advanced Plastics Corp. v. White Consolidated Industries, Inc. (1993) mied · cites it 2× “§ 440.2309, U.C.C. § 2-309, which state: (2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.”
H&H Wholesale Servs., Inc. v. Kamstra Int'l (2019) mied · cites it 2× “June 2, 1998) ("[G]eneral contract principles of good faith and fair dealing required defendants to inform plaintiff that the contract was terminated"); Mich. Comp. Laws § 440.2309 ("Termination of a contract by one party except on the happening of an agreed event requires that…”
JW Knapp Company v. Sinas (1969) michctapp · cites it 2× “2308) concerning plaee of delivery; MCLA § 440.2309 (Stat Ann 1964 Rev § 19.2309) *432 concerning the time for shipment or delivery or any other action ■under a contract.”
Skyline Products, Incorporated v. Posen Construction, Incorporaedt (2011) ca6 · cites it 4× “Skyline next contends that Posen violated its obligation to provide reasonable notice of termination under Mich. Comp. Laws § 440.2309 4 and argues that such failure waived the condition precedent regarding MDOT approval.”
Stackpole Int'l Engineered Products, Ltd. v. Angstrom Automotive Group, LLC (2019) mied · cites it 8× “Mich. Comp. Laws § 440.2309 (2). Here, the LOI requires Defendants to supply the parts in successive deliveries until either Stackpole cancels the contract or the quantities listed are met.”
Paw Paw Wine Distributors, Inc. v. Joseph E. Seagram & Sons, Inc. (1988) miwd · cites it 2× “§ 440.2309. The plaintiffs also suggest that the Court borrow the 30-day notice rule applied in housing lease cases.”
Stackpole Int'l Engineered Products, Ltd. v. Angstrom Automotive Group, LLC (2020) mied · cites it 3× “Evidence of Defendants’ threats to cease supply of auto parts in June 2017 are relevant to whether Defendants provided 10 reasonable notice of termination under Mich. Comp. Laws § 440.2309 (3) and whether Plaintiff was under duress when it signed the Wind Down Agreement.”
SME Holdings, LLC d/b/a Sterling Manufacturing and Engineering v. The Tool Crib, Inc. (2021) mied · cites it 3× “Mich. Comp. Laws § 440.2309 (1). Given Tool Crib’s waiver of the October deadline, at what point would Sterling’s continued delay constitute a breach of its duty to eventually deliver? Did Tool Crib also waive Sterling’s resulting duty to deliver the goods within a reasonable…”
Webasto Roof Systems, Inc. v. Meteor Sealing Systems, LLC (2026) mied · cites it 2× “Lastly, Meteor also argues that it had a right to terminate the contract because it was a “contract of indefinite duration” within the meaning of Mich. Comp. Laws § 440.2309 . Even if the contract were of an indefinite duration, an issue the court need not decide at this time,…”
Borsand Family Foundation Inc v. Woodward Avenue Group LLC (2025) michctapp “See MCL 440.2309(1) (“The time for shipment or delivery or any other action under a contract if not .”
— Mich. Comp. Laws § 440.2309(1) — 2 cases
SME Holdings, LLC d/b/a Sterling Manufacturing and Engineering v. The Tool Crib, Inc. (2021) mied “Mich. Comp. Laws § 440.2309 (1). Given Tool Crib’s waiver of the October deadline, at what point would Sterling’s continued delay constitute a breach of its duty to eventually deliver? Did Tool Crib also waive Sterling’s resulting duty to deliver the goods within a reasonable…”
Borsand Family Foundation Inc v. Woodward Avenue Group LLC (2025) michctapp “See MCL 440.2309(1) (“The time for shipment or delivery or any other action under a contract if not .”
— Mich. Comp. Laws § 440.2309(2) — 2 cases
Advanced Plastics Corp. v. White Consolidated Industries, Inc. (1993) mied “§ 440.2309, U.C.C. § 2-309, which state: (2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.”
KLT Industries, Inc. v. Eaton Corp. (1981) mied “§ 440.2309 Comment 5, M.S.A. § 19.2309 Comment 5; Farmers Union Grain Terminal Ass’n.”
— Mich. Comp. Laws § 440.2309(3) — 1 case
KLT Industries, Inc. v. Eaton Corp. (1981) mied “§ 440.2309 Comment 5, M.S.A. § 19.2309 Comment 5; Farmers Union Grain Terminal Ass’n.”
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