In Kiekert de Mexico S.A. de CV v. Brose Jefferson, Inc., another federal court in Michigan relied on the 2023 Airboss ruling regarding “release-by-release” agreements in an order allowing an auto parts supplier in Mexico to reject order-by-order purchase releases from a Michigan purchaser, finding that the “needs” of the buyer under the parties’ agreement were too vague to meet the statute of frauds.

At the heart of this issue is what amount of specificity exactly is required to spell out a “requirements contract,” which is enforceable under the statute of frauds and cannot be terminated on an order-by-order basis. In the absence of sufficient specificity, a release-by-release agreement allows either party to walk away from the “blanket” or “umbrella” supply agreement except as to specific release orders that are issued and accepted.

In the June 12, 2025, order, U.S. District Judge Robert J. White found that supply agreements that do not “include the set share of a buyer’s total need in the blanket purchase order” are not requirements contracts, but release-by-release agreements. And under a release-by-release agreement, both parties have “the freedom to allow their contractual obligations to expire in short order by either not issuing or not accepting a new release.”

In the present dispute, the agreement did not specify a percentage or set quantity of product to be provided by the auto parts supplier, Kiekert de Mexico SA de CV, to Michigan-based buyer, Brose Jefferson Inc., and thus the Court found was too vague to be a requirements contract. The agreement stated that Brose was to issue releases “in accordance with its needs.” The Court refused to infer that “with its needs” should be interpreted as a full “requirements” agreement. Important to Judge White’s analysis was that the agreement also gave Brose “discretion to issue releases at whatever quantity it specifies” on an order-by-order basis, so that either party could have dispelled its obligations with each new order.

Judge White pointed to both Airboss and a 2024 case applying Michigan’s statute of frauds, Higuchi Int’l Corp. v. Autoliv ASP, Inc., 103 F.4th 400, 405 (6th Cir. 2024), in coming to this conclusion.

This order comes after other judges in Michigan, such as U.S. District Judge Judith E. Levy, have referred to the Airboss ruling as “confusing” in its application. FCA US, LLC v. MacLean-Fogg Component Sols. LLC, No. 24-11165, 2025 U.S. Dist. LEXIS 53031, at *9 (E.D. Mich. Mar. 20, 2025). It remains to be seen how the Michigan Supreme Court will approach this issue, and there is still a question pending before the Michigan Supreme Court sent by U.S. District Judge Jonathan J.C. Grey asking for clarification on what language exactly is defined enough to be an enforceable, and non-release-by-release, agreement.