With Kamax’s Dismissal, Michigan Supreme Court Declines Opportunity to Resolve Questions about Validity of Flexible Quantity Terms after Airboss

In November 2025, Honigman reported on the Michigan’s Supreme Court’s decision to grant leave to appeal the Court of Appeal’s published opinion in FCA US LLC v. Kamax Inc. The Kamax decision from the Court of Appeals distinguished the Michigan Supreme Court’s ruling in MSSC, Inc. v. Airboss Flexible Products Co. and reaffirmed the decision in Cadillac Rubber & Plastics, Inc. v. Tubular Metal Systems, LLC, concluding that requirements contracts with quantity terms expressed as a percentage-range (e.g., 65-100% of a buyer’s requirements) can be enforceable and satisfy the Uniform Commercial Code’s (“UCC”) statute of frauds.  Kamax was closely watched for its implications on supply chain relationships, existing requirements contracts, and the automotive and manufacturing industries.

Kamax Presented Opportunity to Resolve Issues about post-Airboss Validity of Flexible Quantity Terms

Kamax offered an opportunity for the Michigan Supreme Court to clarify two highly contested issues: (1) whether Cadillac Rubber remains good law following Airboss, and (2) whether a written contract that uses a percentage range of a buyer’s requirements satisfies the UCC’s statute of frauds.  Those open questions have led to uncertainty about the status of existing supply chain arrangements and how lower courts enforce those arrangements. 

Settlement Leads Michigan Supreme Court to Forgo Deciding Issues in Kamax

On April 7, Honigman reported that the Michigan Supreme Court had adjourned the upcoming oral argument in Kamax in response to a stipulation to dismiss filed by the parties after a last-minute settlement.

On April 22, the Michigan Supreme Court entered an order dismissing the appeal. As a result, Kamax and Cadillac Rubber remain good law for the time being.  That leaves open the possibility that Michigan courts will enforce percentage-based requirements contracts when the quantity term is reasonably certain and supported by the parties’ conduct. But questions about the status of certain types of supply contracts will remain unanswered and subject to continued scrutiny and uncertainty in the trial courts when disputes arise. In one such dispute pending in the U.S. District Court for the Eastern District of Michigan, Detroit Diesel Corporation v. Martinrea Honsel Mexico SA de CV, a party recently asked the district court to re-certify the question in Kamax to the Michigan Supreme Court.

If you have questions about the implications of Kamax, Cadillac Rubber, or Airboss, please contact a member of Honigman’s Automotive and Manufacturing or Commercial Transactions practice groups, which advise OEMs, Tier 1 and Tier 2 suppliers, and aftermarket companies on supply chain contracts, litigation, and risk mitigation.