ECI Software Solutions has filed a lawsuit against Essendant claiming the wholesaler is in breach of contract.
In a document filed with the Illinois Northern District Court on March 4, ECI alleges that Essendant failed to pay $125,000 tied to unused software development hours and has wrongly attempted to terminate an existing agreement between the two parties.
According to the complaint, the dispute centers on a long-standing relationship in which ECI provides services that enable independent dealers to place orders with Essendant’s wholesale platform.
Under a Payment Consolidation Agreement (PCA), Essendant had committed to a minimum annual spend equivalent to 1,500 development hours. The lawsuit states that 625 unused hours carried over into 2024 expired at year-end, triggering a payment obligation of $125,000.
ECI claims it invoiced Essendant $270,200 on December 31, 2025—including the $125,000 in question—but that Essendant disputed this portion of the bill, arguing that a 2025 amendment to the agreement removed the relevant contractual obligation.
The software provider maintains that the charge had already accrued prior to the amendment and therefore remains payable. It also alleges that Essendant has not paid the undisputed portion of the invoice either.
In addition to the payment dispute, ECI argues that Essendant has improperly sought to cancel the agreement. The amended PCA, which runs through to the end of 2026, allows early termination if order volumes fall by more than 37.5% year on year. ECI says the reported decline in 2025 was 36.6%—below the threshold required to trigger cancellation.
The complaint notes that Essendant questioned the accuracy of the 36.6% figure, saying it did not match its own evaluation of the business decline. After ECI refused to provide the underlying transaction data, Essendant retorted it had “no choice but to consider the agreement cancelled.”
ECI contends that no contractual basis exists for such a termination and is seeking a judicial declaration to that effect. It is also asking the court to award damages, interest and legal costs, and to confirm that Essendant remains bound by the agreement through December 2026, including the obligation to pay outstanding and future invoices.
This story was originally published as premium content by our sister publication OPI.
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