RECOMMENDED FOR PUBLICATION

Pursuant to Sixth Circuit I.O.P. 32.1(b)

File Name: 22a0231p.06

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

STACKPOLE INTERNATIONAL ENGINEERED PRODUCTS,

LTD.,

Plaintiff-Appellee,

v.

ANGSTROM AUTOMOTIVE GROUP, LLC; ANGSTROM 

PRECISION METALS, LLC,

Defendants-Appellants.

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No. 21-1733

Appeal from the United States District Court for the Eastern District of Michigan at Detroit.

No. 2:17-cv-13748—Robert H. Cleland, District Judge.

Decided and Filed: October 24, 2022

Before: SUTTON, Chief Judge; BOGGS and KETHLEDGE, Circuit Judges.

_________________

COUNSEL

ON BRIEF: Marc L. Newman, Devon P. Allard, THE MILLER LAW FIRM, P.C., Rochester, 

Michigan, for Appellants. Jason D. Killips, Jonathan F. Jorissen, BROOKS WILKINS 

SHARKEY & TURCO, Birmingham, Michigan, for Appellee.

_________________

OPINION

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SUTTON, Chief Judge. Stackpole International ordered more than $1 million in car parts 

from Angstrom Automotive Group (“Angstrom Automotive”) and Angstrom Precision Metals

(“Precision Metals”) (collectively, “Angstrom”). When Angstrom refused to deliver the parts, 

Stackpole sued for breach of contract. After motions practice, discovery, and a three-day trial, a 

Michigan jury sided with Stackpole. So do we. 

>
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I.

Stackpole makes car parts, including transmission and engine oil pumps. Precision 

Metals makes automotive subcomponents—parts for parts—including transmission and engine 

oil “pump shafts.” Angstrom Automotive is a management company that oversees Precision 

Metals. 

In 2014, Stackpole asked an Angstrom Automotive employee for quotes on prices of 

“10R/10L” and “Nano” pump shafts. A Precision Metals employee responded with quotes. 

Both quotes made “[a]cceptance of order” “subject to APQP Review with Stackpole 

International.” R.51-7 at 2; R.51-8 at 2. “APQP Review” means “Advanced Product Quality 

Planning Review,” a form of “advanced planning done to make sure” that a manufacturing 

program proceeds “on track.” R.103 at 8.

Stackpole issued a “Letter of Intent” to Angstrom Automotive. R.51-10 at 2. The letter 

specified that Stackpole would buy 1.1 million 10R/10L shafts for $1.66 each and 306,000 Nano 

shafts for $3.08 each. And it gave Stackpole a three-year, 1.5% discount on other “T70” shafts 

that it was already planning to buy. Id. An Angstrom Automotive employee signed the letter as 

“VP, Business Development” for “Angstrom Automotive Group.” Id. at 3. 

The Letter of Intent also provided that Stackpole would issue “purchase orders . . . for 

each part” to “allow for actual shipments.” Id. By early 2015, Stackpole had sent Angstrom the 

purchase orders. They contained six pages of supplemental terms, including a term allowing 

Stackpole to “terminate . . . this contract, at any time and for any reason, by giving written 

notice,” R.51-15 at 7; R.51-16 at 9, and a term providing that the purchase orders would “not 

become binding” until the additional provisions were “signed and returned.” R.51-15 at 4; R.51-

16 at 6. 

While neither Precision Metals nor Angstrom Automotive signed the purchase orders, 

Precision Metals quickly began shipping parts to Stackpole. It continued to do so for the next 

two years without incident and consistent with the Letter of Intent.
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But in 2017, Precision Metals realized that it could no longer produce Stackpole’s shafts 

profitably under the contract’s prices. It told Stackpole that it needed a price increase or it would 

have to halt production. As Precision Metals and Angstrom Automotive explained, they had 

premised their original contract on the assumption that they would later shift to an automatic 

(and more efficient) production process. And as they frame things, Stackpole had unreasonably 

withheld approval to make the change. Negotiations followed in April, May, and June 2017. 

But in the interim, in Stackpole’s telling, Precision Metals’ threat to stop shipments had created a 

“commercial version of a hostage situation.” R.101 at 14. If Precision Metals had stopped 

shipping shafts, Stackpole would have been forced to stop shipping pumps. That, in turn, would 

have seriously disrupted the automotive supply chain. Instead of triggering this “nuclear 

option,” id., Stackpole agreed to Angstrom Automotive’s price increases “under duress and 

protest.” R.56-27 at 3. 

In November 2017, Stackpole sued Angstrom Automotive and Precision Metals for 

breach of contract. Precision Metals counterclaimed, alleging that Stackpole had impermissibly 

withheld its approval to make the parts by an automatic rather than manual process. The district 

court awarded summary judgment to Stackpole on the counterclaim. It also held that Stackpole, 

Angstrom Automotive, and Precision Metals had formed a contract for parts that was “for 

successive performances” and “indefinite in duration.” R.61 at 18. Michigan law makes such 

contracts presumptively terminable upon “reasonable notification,” Mich. Comp. L. 

§§ 440.2309(2), (3), prompting a jury trial over whether Angstrom had offered Stackpole 

reasonable notice of termination when it threatened to cut off Stackpole’s shipments.

After a three-day trial, a jury found in favor of Stackpole, awarding it roughly $1 million 

in damages. Angstrom Automotive and Precision Metals timely appealed. 

II.

Most of this appeal turns on whether the district court’s legal rulings at summary 

judgment were correct. For the reasons that follow, we think they were. 

The parties agree that Michigan law governs and that pump shafts are “goods” subject to 

Michigan’s Uniform Commercial Code. See Mich. Comp. L. § 440.2105(1); see also Klaxon v. 
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Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941). That means partial summary judgment for 

Stackpole was proper if, as a matter of law, the parties entered an enforceable contract 

terminable only with reasonable notice. Celotex Corp. v. Catrett, 477 U.S. 317, 322–23 (1986). 

So too in the other direction. Summary judgment against Precision Metals’ counterclaim was 

proper if, as a matter of law, Stackpole had no duty to approve the request for automatic 

manufacturing. Id.

A.

Stackpole’s breach of contract claim. Stackpole’s affirmative claim against the 

Angstrom entities raises four questions. Did Stackpole ever form a contract with Precision 

Metals? If so, did that contract bind Angstrom Automotive too? If there was a contract, did 

Stackpole’s failure to pursue advanced quality planning with Precision Metals release either 

Angstrom party from its contractual obligations? And did any such contract entitle Stackpole to 

reasonable pre-termination notice? We answer each question in Stackpole’s favor.

Contract formation—Precision Metals. The Letter of Intent constitutes a binding 

contract between Stackpole and Precision Metals. Under Michigan law, contracts arise when 

(1) competent parties bargain over (2) a “proper subject matter,” so long as (3) “consideration,” 

(4) “mutuality of agreement,” and (5) “mutuality of obligation” support the deal they strike. 

AFT Mich. v. Michigan, 866 N.W.2d 782, 804 (Mich. 2015). Mutuality of obligation means 

“consideration,” Hall v. Small, 705 N.W.2d 741, 744 (Mich. Ct. App. 2005), and the parties do 

not contest competency or subject matter. That leaves consideration and mutuality of agreement 

for discussion.

“Consideration” means a “bargained-for exchange,” as opposed to a gift or gratuity. Gen. 

Motors Corp. v. Dep’t of Treas., Revenue Div., 644 N.W.2d 734, 738 (Mich. 2002). Mutuality 

of agreement requires “assent” to an exchange’s “material” terms. See Kamalnath v. Mercy 

Mem’l Hosp. Corp., 487 N.W.2d 499, 503 (Mich. 1992). A party assents to an exchange when 

his “express words” and “visible acts” make it reasonable to infer an intent to be bound to a 

contract. Id. And his assent covers a bargain’s material elements when it “set[s] forth” the 

“promises and performances to be rendered . . . with reasonable certainty.” Nichols v. Seaks, 295 
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N.W. 596, 598 (Mich. 1941). Put differently, a contract may have “open” terms so long as it 

creates “a reasonably certain basis for giving an appropriate remedy” after breach. Mich. Comp. 

L. § 440.2204(3). 

The Letter of Intent ticks these boxes. Precision Metals sold Stackpole parts for cash. 

That amounts to a “bargained-for exchange” rather than a charitable donation. Cf. Gen. Motors, 

644 N.W.2d at 738. Its decision to ship shafts to Stackpole manifested intent to be bound. See

Sanchez v. Eagle Alloy, Inc., 658 N.W.2d 510, 517 (Mich. Ct. App. 2003) (explaining that a 

party may accept an agreement by performing in accordance with its terms); accord Mich. 

Comp. L. § 440.2204(1). By setting out which parts Precision Metals would provide to 

Stackpole and how much Stackpole would pay for them, the Letter of Intent also “set forth” 

Stackpole and Precision Metals’ obligations with “reasonable certainty.” Calhoun Cnty. v. Blue 

Cross Blue Shield Mich., 824 N.W.2d 202, 212 (Mich. Ct. App. 2012); see, e.g., Alderton v. 

Williams, 102 N.W. 753, 754 (Mich. 1905) (holding that contract to remodel heading mill into 

stave-mill was enforceable even though it did not specify “what kind of machinery [was] to be 

bought, or what kind of staves manufactured”).

Angstrom’s objections do not move the needle off this conclusion. Angstrom points out 

that Stackpole also sent purchase orders that purported not to be binding until signed. But the 

Letter of Intent, not the purchase orders, is the thread that ties Precision Metals to Stackpole. 

True, the Letter of Intent said that Stackpole would send purchase orders to “allow for actual 

shipments.” R.51-10 at 3. But nothing in the letter required Precision Metals to sign the 

purchase orders or to otherwise assent to them. 

Angstrom insists that it never agreed with Stackpole about how to manufacture the shafts, 

proving that the Letter of Intent lacked mutuality. Yet many contracts, indeed most contracts, 

omit similar details. When consumers purchase Ford F-150s, the contracts do not lay out how 

Ford organizes its production lines. So also when people or businesses purchase many products 

and parts. Angstrom does not explain why Stackpole’s contract is different or why it deprived 

the district court of a reasonable basis for fashioning a remedy. 
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Angstrom objects that Stackpole’s purchase orders gave Stackpole unilateral termination 

rights “at any time and for any reason,” R.51-15 at 7; R.51-16 at 9, suggesting that the contract 

lacked consideration. Again, though, the Letter of Intent, after two years of performance under 

it, binds Precision Metals regardless of the purchase orders. Plus, it is far from clear that 

unilateral termination rights defeat consideration under Michigan law. Cf. Gen. Motors, 

644 N.W.2d at 738–39 (noting a residual duty to act in good faith even if contract might fail for 

lack of consideration).

We recognize that “Letters of Intent” do not always bind their signatories. In some 

instances, they “do no more than set the stage for negotiations on details.” Empro Mfg. Co., Inc.

v. Ball-Co Mfg., Inc., 870 F.2d 423, 426 (7th Cir. 1989). But no reasonable jury could have 

understood Stackpole’s Letter of Intent as a mere stage-setter. Precision Metals shipped parts 

under it for two years before trouble arose. The trial court did not err in entering summary 

judgment accordingly.

Contract formation—Angstrom Automotive. Because Angstrom Automotive signed the 

Letter of Intent, it too bore contractual duties to Stackpole. In Michigan, as elsewhere, contracts 

do not automatically bind a party’s corporate siblings. See, e.g., Acton Plumbing & Heating Co. 

v. Jared Builders, Inc., 118 N.W.2d 956, 958 (Mich. 1962). But firms remain liable under 

contracts to which they are parties, an approach that is a significant step removed from 

automatically making related companies liable for others’ responsibilities. E.g., Jeffrey v. Rapid 

Am. Corp., 529 N.W.2d 644, 651 (Mich. 1995). Under Michigan law, Angstrom Automotive 

was a party to the Letter of Intent if it gave and received consideration, a competent employee 

gave the company’s assent, and the letter had a proper subject matter. See AFT Mich., 

866 N.W.2d at 804. 

Angstrom Automotive, separate and apart from its relationship with Precision Metals, 

met this test. It bargained for payments and parts under the Letter of Intent, confirming that 

consideration supported the letter. Because an Angstrom Automotive officer signed the letter as 

an employee of “Angstrom Automotive Group,” a party competent to contract gave assent. 

R.51-10 at 3. And no one questions the other prerequisites to contract formation.
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Angstrom’s efforts to sidestep this conclusion sputter. It is true that Precision Metals, not 

Angstrom Automotive, undertook most of the letter’s duties and many of its rights. Precision 

Metals, for example, produced parts, accepted payment, awarded volume discounts, and received 

purchase orders. But these realities do not mean that Angstrom Automotive did not give 

consideration. Rights and duties can be “bargained for” even if they fall to an entity’s subsidiary 

or affiliate. See, e.g., Restatement (Second) Contracts § 79 & cmt. b, illust. 1 (explaining that a 

benefit to a third party qualifies as consideration). More to the point, these facts do not erase 

Angstrom Automotive’s signature on the letter or obscure its oversight of essentially everything 

Precision Metals did. 

Nor did Angstrom Automotive deal with Stackpole only as an agent for Precision Metals. 

Under Michigan law, agency requires that a principal control an agent’s actions. E.g., Little v. 

Howard Johnson Co., 455 N.W.2d 390, 393 (Mich. Ct. App. 1990). Yet as a management 

company responsible for Precision Metals, Angstrom Automotive was if anything in the opposite 

position. It had “full control over” Precision Metals. R.61 at 15; see id. at 11–16. Some 

Angstrom Automotive employees, it is true, described themselves as “agents” of Precision 

Metals. Id. at 13–14. But such unadorned legal conclusions in a deposition do not suffice to put 

Angstrom’s agency argument to a jury. See, e.g., Lemon v. Norfolk S. Ry. Co., 958 F.3d 417, 

419–20 (6th Cir. 2020). 

Angstrom Automotive claims that it never meant to join the contract. But the test for 

mutuality is “objective,” making Angstrom Automotive’s subjective intentions irrelevant. 

Goldman v. Century Ins. Co., 93 N.W.2d 240, 243 (Mich. 1958). As a matter of law, Angstrom 

Automotive was a party to the contract, as the district court correctly held. 

Advanced product quality planning. While Stackpole did not engage in advanced 

product quality planning with Precision Metals, that failure did not eliminate Angstrom 

Automotive or Precision Metals’ obligations under the Letter of Intent. Contracts need not bind 

immediately. When contracts contain “conditions precedent,” they do not impose duties until the 

conditions take effect. See, e.g., MacDonald v. Perry, 70 N.W.2d 721, 725 (Mich. 1955). 

Michigan courts construe ambiguous contracts to avoid conditions precedent. See id. 
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The Letter of Intent did not unambiguously create unfulfilled conditions precedent. Its 

text does not use conditional language, save a vague caveat never invoked during the first two 

years that “[o]ther conditions apply unless noted otherwise.” R.51-10 at 2. Meanwhile, context 

strongly suggests that Precision Metals’ performance obligations were not contingent on 

anything. Confirming the point, Precision Metals did not wait for any future event before 

starting production. Stackpole instead simply sent its purchase orders, and Precision Metals 

began shipping shafts—and did so for the next two years without objection and without any talk 

of pre-existing duties.

Angstrom says that the Letter of Intent made advanced product quality planning a 

condition precedent to its obligations to ship parts, noting that the Letter of Intent 

cross-references Precision Metals’ original quotes, which in turn made “[a]cceptance of order 

subject to” advanced review. R.51-7 at 2; R.51-8 at 2; R.51-10 at 2. But this language is 

ambiguous. Does it mean that Precision Metals could revoke an order’s acceptance until 

advanced review? Or does it authorize Precision Metals to withhold acceptance pending 

advanced review, such that Precision Metals’ quotes were not binding offers? On the latter 

reading, when Precision Metals commenced performance under the Letter of Intent and did so 

for two continuous years, it “accepted” Stackpole’s “order” notwithstanding any lack of

advanced review. In this context, the letter does not create unambiguous conditions precedent as 

a matter of Michigan law. 

Reasonable notice. The Letter of Intent required Angstrom Automotive and Precision 

Metals to supply Stackpole with parts until they offered reasonable notice of termination. As a 

result, Stackpole was entitled to partial summary judgment, leaving for the jury the fact question 

whether reasonable notice occurred. Precisions Metals and Angstrom Automotive’s contrary 

arguments are mistaken. 

Under Michigan law, a contract that “provides for successive performances but is 

indefinite in duration . . . may be terminated at any time.” Mich. Comp. L. § 440.2309(2). 

Termination ordinarily requires “reasonable notification,” but a contract can “dispens[e] with 

notification” unless doing so “would be unconscionable.” See id. § 440.2309(3). The parties 
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agree that the Letter of Intent provided for successive performances, that it was indefinite in 

duration, and that dispensing with notification would not have been unconscionable. The only 

question is whether the letter in fact dispensed with notification of termination.

The language of the Letter of Intent says nothing about termination rights. It references 

Angstrom’s initial quotes to Stackpole, but those quotes do not discuss termination either. Nor 

does the setting of the letter offer any such indication. No contextual factor, say industry custom 

or prior dealings between Stackpole and Angstrom, suggests that Angstrom and Stackpole 

retained the right to terminate the Letter of Intent without notice.

The reality that the supplemental purchase orders authorized Stackpole to terminate “at 

any time and for any reason,” R.51-15 at 7; R.51-16 at 9, does not change things. The purchase 

orders never became effective because neither Angstrom Automotive nor Precision Metals 

signed them. Plus, construing the arrangement to grant Stackpole unlimited termination rights 

would not have vested parallel rights in Angstrom Automotive or Precision Metals. 

Sundram Fasteners, Ltd. v. Flexitech, Inc., No. 08-CV-13103, 2009 WL 3763772 (E.D. 

Mich. Nov. 9, 2009), does not advance the ball for Angstrom either. In that case, a “blanket 

purchase order” gave a buyer the right but not the obligation to purchase certain goods. Id. at *9. 

The district court held that the buyer could terminate the purchase order without notice because it 

had no obligation to buy anything under the agreement anyway. Id. Angstrom, in contrast, is 

not a buyer without an obligation to buy. It is a seller with an obligation to sell. That makes 

Sundram Fasteners doubly inapt. 

The district court did not err in granting Stackpole partial summary judgment on its 

breach-of-contract claims against Precision Metals and Angstrom Automotive.

B.

The counterclaim. Precision Metals maintains that, even if it did breach its contract with 

Stackpole, Stackpole breached first by refusing to approve its preferred automatic process for the 

10R/10L parts. We disagree. 
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Under Michigan law, actions for breach of contract require (1) a contract (2) that was 

breached and (3) damages. See, e.g., Miller-Davis Co. v. Ahrens Const., Inc., 848 N.W.2d 95, 

104 (Mich. 2014). The Letter of Intent, as shown, was a contract, and Stackpole does not argue 

that its refusal to approve automatic manufacturing left Precision Metals unharmed. That leaves 

only the question whether Precision Metals presented a jury question as to breach. 

A party breaches a contract when it fails to perform a contractual duty it owes. See, e.g., 

23 Williston on Contracts § 63:1 (4th ed. 2022). Michigan courts ordinarily ascertain contractual 

duties based on a contract’s text in context. See, e.g., Calhoun Cnty., 824 N.W.2d at 211–12. 

Michigan law says that “[e]very contract” for goods “imposes an obligation of good faith in its 

performance,” Mich. Comp. L. § 440.1304, although this obligation will not trump a contract’s 

express terms. See, e.g., Stephenson v. Allstate Ins. Co., 328 F.3d 822, 826–27 (6th Cir. 2003). 

Based on the summary judgment record, no reasonable jury could have found that 

Stackpole breached its duties under the Letter of Intent. For starters, the letter’s text required 

only that Precision Metals supply Stackpole with 10R/10L parts. It did not impose any processapproval duties on Stackpole. The letter did cross-reference Precision Metals’ quotes, but the 

quotes did not refer to a manufacturing process.

Nor does context help Precision Metals. The parties agree that the automotive industry’s 

standard procedure for manufacturing changes helps contextualize the Letter of Intent. See 

Mich. Comp. L. §§ 440.1303(3), (5). The parties agree, or at a minimum do not contest, that this 

procedure required Stackpole to approve automatic manufacturing of shafts only after Precision 

Metals produced a sample batch of automatically manufactured shafts for Stackpole’s review. 

And the parties agree that Precision Metals never produced the requisite batch. In light of this 

industry context, Stackpole never owed Precision Metals approval duties because Precision 

Metals never offered it parts to approve. 

Last but not least, Stackpole did not breach a duty of good faith or fair dealing when it 

refused to approve Precision Metals’ automatic manufacturing process. The district court found 

“no evidence” that Stackpole had acted “maliciously [or] in bad faith . . . in declining” to 
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approve the automatic process, R.61 at 23, and Precision Metals does not challenge that 

conclusion here. 

Precision Metals’ contrary arguments do not persuade. It does not matter, to start, 

whether Precision Metals could have produced acceptable 10L/10R shafts through its automatic 

process. Having agreed to purchase shafts from Precision Metals, Stackpole sure enough was 

obliged to accept shafts that conformed to its contract. And it was obliged to avoid “anticipatory 

repudiation,” meaning that it could not tell Precision Metals that it would refuse to accept 

conforming shafts in advance. Mich. Comp. L. § 440.2610(b); see also Van Buren Charter Twp. 

v. Visteon Corp., 904 N.W.2d 192, 202 (Mich. Ct. App. 2017). But Precision Metals never 

shipped any such shafts, and Stackpole never anticipatorily repudiated anything. If Precision 

Metals thought its automatic process was adequate under the Letter of Intent, it could have 

shipped conforming shafts and sued if Stackpole rejected them. But that’s not what Precision 

Metals did.

It does not matter whether Precision Metals originally planned to use an automatic rather 

than a manual manufacturing process in manufacturing shafts for Stackpole. Any such plans 

were unshared at the time that the Letter of Intent was signed and thus did not create contractual 

duties. See Zurich Ins. Co. v. CCR & Co., 576 N.W.2d 392, 395 (Mich. Ct. App. 1997).

It does not matter that Precision Metals’ 10R/10L shafts bore various commercial and 

technical similarities to its older T70 shafts, that Precision Metals’ pricing and negotiations had 

tied the two shafts together, and that the T70 shafts had been produced through an automatic 

process. Even if all of this is true, Precision Metals’ proposed conclusion—that Stackpole 

should have realized that it would have to approve automatic production—does not follow. 

These facts may have hinted that Angstrom planned to use an automatic process to produce the

10R/10L shafts, but no reasonable jury could have concluded that they put Stackpole on notice 

that it was obliged to offer advance acceptance of automatic production.

It does not matter that Stackpole offered only interim approval for Precision Metals’ 

manual production process. That reality hurts rather than helps Precision Metals. Stackpole 

offered interim approval after reviewing a sample batch of manually produced parts. If anything, 
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that suggests Stackpole did not need to approve a new manufacturing method until it had 

reviewed a new sample batch. Precision Metals never offered any sample parts for approval, and 

it was not entitled to demand such approval from Stackpole, much less after two years of 

production.

III.

Angstrom separately objects to three of the district court’s decisions at trial, two 

involving the admission of evidence and one relating to jury instructions. We review each 

decision for abuse of discretion. Cummins v. BIC USA, Inc., 727 F.3d 506, 510 (6th Cir. 2013) 

(evidence); United States v. Ray, 803 F.3d 244, 277 (6th Cir. 2015) (jury instructions). 

Evidence—threats. Angstrom says that the district court improperly allowed Stackpole to 

introduce its threats to stop shipping parts into evidence and to compare those threats to a 

“nuclear option” or a “hostage situation.” See, e.g., R.101 at 14. No abuse of discretion

occurred.

Relevant evidence is presumptively admissible. Fed. R. Evid. 402. A court “may 

exclude relevant evidence,” however, “if its probative value is substantially outweighed by a 

danger of . . . unfair prejudice, confusing the issues . . . [or] wasting time.” Id. 403. When 

parties ask district courts to balance these factors in the course of an up or down admissibility 

decision, we give their conclusions a wide berth. See United States v. Libbey-Tipton, 948 F.3d 

694, 704–05 (6th Cir. 2020).

Angstrom’s threats were relevant and did not risk unfair prejudice. A central issue at trial 

was whether Angstrom’s threats amounted to reasonable notice of termination. No jury could 

have answered that question without understanding what Angstrom had threatened and when. 

The threats may have cast Angstrom in a bad light, but it does not follow that they were 

irrelevant or unfairly prejudicial. See id.

Nor did Stackpole’s “nuclear option” or “hostage situation” comparisons change things. 

Those comparisons illustrated to the jury that losing access to shafts, even for a day, could have 

had devastating consequences for Stackpole. That reality was relevant for a jury seeking to 
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define reasonable termination times. The greater the risks associated with termination, the 

lengthier one might expect a pre-termination notice period to be. See generally David Frisch, 2A 

Anderson on the Uniform Commercial Code §§ 2-309:45–50 (3d ed. 2021). Nor were stock 

phrases like “nuclear option” or “hostage situation” likely to inflame or confuse the jury. 

Angstrom pushes back, maintaining that it offered Stackpole notice of termination in 

April, such that its May and June threats to stop shipments were irrelevant and thus inadmissible. 

But the parties disputed at trial whether Angstrom’s April communications amounted to notice of 

termination, and Angstrom does not argue on appeal that its April communications to Stackpole 

amounted to notice as a matter of law. That made it sensible to let the jury see all of Angstrom’s 

communications in deciding whether Angstrom ended the deal in April, May, or June.

Angstrom argues that its threats to stop shipment were particularly prejudicial because, at 

trial, Stackpole’s counsel linked them to shortages prompted by COVID-19. But COVID-related 

shortages presented natural analogies about the impact of supply-chain problems at that point in 

time. There was nothing unduly prejudicial about them.

Evidence—manufacturing methods. Angstrom argues that the district court incorrectly 

excluded evidence that Angstrom had lost money on Stackpole’s parts and that it had tried, but 

failed, to manufacture Stackpole’s parts using an automatic process. Accept for the sake of 

argument that Angstrom’s evidence could have been relevant in principle, as higher costs for 

Angstrom would have made an earlier termination period more reasonable. But Angstrom did 

not intend to use its evidence for this purpose. It sought to use the evidence to show that it had 

never breached its contract and that Precision Metals was “entitled” to a price increase. R.102 at 

207; see id. at 205. Used in this manner, Angstrom’s evidence would have wasted time and 

confused the jury, making exclusion a matter well within the trial court’s discretion.

Jury instructions. Angstrom objects that the district court instructed the jury that 

Precision Metals and Angstrom Automotive had contracted with Stackpole. A district court, 

however, does not abuse its discretion by giving relevant and legally correct jury instructions. 

See Nolan v. Memphis City Schs., 589 F.3d 257, 273 (6th Cir. 2009). For the reasons already 
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shown, the instruction that Precision Metals, Angstrom Automotive, and Stackpole had all 

formed a contract for parts was relevant and legally correct.

We affirm.