Tcp Industries Inc. V. Uniroyal Inc‪.‬

TCP Industries, Inc. (TCP) filed this breach of contract action against Uniroyal, Inc. (Uniroyal) to recover profits lost when Uniroyal refused to purchase butadiene pursuant to an April 1, 1974 contract. Uniroyal counterclaimed seeking damages from TCP and Donald C. Fresne (Fresne), its president and principal shareholder, for fraud, breach of an earlier 1970 contract, and breach of the 1974 contract. The jury returned a verdict for TCP in the amount of $1,045,650 and judgments of no cause of action on Uniroyal's three counterclaims. Uniroyal appeals. The parties agree that the Uniform Commercial Code applies. They did not object to the District Court's application of Michigan law, the law of the forum.