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

Mich. Comp. Laws § 440.2615 (2026)

Failure of presupposed conditions; nondelivery, partial delivery, excuse.

✓ current as of July 2026
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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.2615 Failure of presupposed conditions; nondelivery, partial delivery, excuse.

Sec. 2615.

    Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:

    (a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.

    (b) Where the causes mentioned in paragraph (a) affect only a part of the seller's capacity to perform, he must allocate production and deliveries among his customers but may at his option include regular customers not then under contract as well as his own requirements for further manufacture. He may so allocate in any manner which is fair and reasonable.

    (c) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (b), of the estimated quota thus made available for the buyer.

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

Notes of Decisions
Cited in 9 cases (2 in the last 5 years), 1978–2022 · leading case: Hemlock Semiconductor Operations, LLC v. SolarWorld Indus. Sachsen GmbH, 867 F.3d 692 (6th Cir. 2017).
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Hemlock Semiconductor Operations, LLC v. SolarWorld Indus. Sachsen GmbH, 867 F.3d 692 (6th Cir. 2017). “24, 2006) (citing Mich. Comp. Laws § 440.2615 cmt. 4 (“Neither is a rise or a collapse in the market itself a justification [for asserting the impracticability defense], for that is exactly the type of business risk which business contracts made at fixed prices are intended to…”
Walter Toebe & Co. v. Receiver of F Yeager Bridge & Culvert Co., 389 N.W.2d 99 (Mich. Ct. App. 1986). · cites it 2× “2615(b) requires a seller to allocate deliveries among customers in a fair and reasonable manner. In this case Yeager admittedly had already surpassed its steel quota when the subcontracts were negotiated.”
Karl Wendt Farm Equip. Co., Inc., Cross-Appellee v. Int'l Harvester Co. & Int'l Harvester Credit Corp., Cross-Appellants, 931 F.2d 1112 (6th Cir. 1991). “1984) which suggested that the defenses of frustration of purpose and impracticability were only available as defense to an action under Mich.Comp.Laws Ann. § 440.2615 (a provision of Michigan’s U.”
Cleveland-Cliffs Iron Co. v. Chicago & North W. Transp. Co., 581 F. Supp. 1144 (W.D. Mich. 1984). “§ 440.2615. In other situations, such as the agreement at issue here, the fact that subsequent market conditions render a contract unprofitable will not excuse performance.”
Michigan Bean Co. v. Senn, 287 N.W.2d 257 (Mich. Ct. App. 1979). “On remand, if the trier of fact finds the agreements to be grower’s contracts, then whether defendant’s performance can be excused under MCL 440.2615; MSA 19.2615 is also a factual question.”
Steel Indus., Inc. v. Interlink Metals & Chemicals, Inc., 969 F. Supp. 1046 (E.D. Mich. 1997). · cites it 2× “The same result would be manifest under the law of force majeure and/or the Restatement (Second) of Contracts or Uniform Commercial Code’s doctrines of impracticability, Mich. Comp Laws § 440.2615. . This court need not reach the issue of whether the Mill has the ability to…”
BAE Indus., Inc. v. Agrati - Medina, LLC (E.D. Mich. 2022). · cites it 5× “See Mich. Comp. Laws § 440.2615 (a).9 However, courts, including the U.”
BAE Indus., Inc. v. Agrati - Medina, LLC (E.D. Mich. 2022). · cites it 5× “See Mich. Comp. Laws § 440.2615 (a).9 However, courts, including the U.”
Texaco, Inc. v. Clifton, 274 N.W.2d 486 (Mich. Ct. App. 1978). “This conclusion is also supported by MCL 440.2615; MSA 19.2615, since the trial court found that Texaco did not assume a greater obligation requiring it to violate the mandatory Federal regulations, see also, Terry v Atlantic Richfield Co, 72 Cal App 3d 962; 140 Cal Rptr 510…”
— Mich. Comp. Laws § 440.2615(b) — 1 case
Walter Toebe & Co. v. Receiver of F Yeager Bridge & Culvert Co., 389 N.W.2d 99 (Mich. Ct. App. 1986). “2615(b) requires a seller to allocate deliveries among customers in a fair and reasonable manner. In this case Yeager admittedly had already surpassed its steel quota when the subcontracts were negotiated.”
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