dissenting.
The majority holds that the transactions under review in this ease, NBD’s alleged promises to either certify or issue cashier’s checks for checks presented to it by Scher-ing-Plough, constitute financial accommodations within the meaning of the Michigan Statute of Frauds, Mich. Comp. Laws § 566.182(2) (as amended January 1, 1998). Because I am neither comfortable with the ground on which the majority opinion is built, nor confident in the ultimate conclusion it reaches, I dissent.
The majority reasons first that degree of risk is the determining factor in understanding which transactions, in addition to those that are specifically enumerated, the statute is intended to reach. They conclude from this premise that the transactions at issue in the instant case involve the type of risk contemplated by the statute.
As an initial matter, I believe that the record in this case as developed below is insufficient to resolve at least some of the questions presented on appeal. To the extent that a sufficient record does exist to answer other legal issues that are raised, I find the majority’s opinion to be a plausible, but not persuasive attempt to resolve them. Accordingly, I would remand this case with instructions directing the District Court to develop the record in the areas highlighted below.
In addition, because this Court has been unable to identify any judicial decision from Michigan interpreting the amended version of the statute at issue in this case, I would prefer to certify the legal issues presented to the Michigan Supreme Court, and allow that body to clarify the law of its state in the interest of judicial federalism. The certification procedure allows federal courts that are faced with novel issues of state law to certify a legal question to a state’s highest court for resolution. The mechanism preserves state sovereignty by allowing state courts, rather *914than those of the federal government, to determine essential questions of state law and state statutory interpretation.1 I would recommend that the following question be certified to the Michigan Supreme Court once the record is complete: “Is a financial institution engaging in a ‘financial accommodation,’ as that term is used in the Michigan Statute of Frauds, Mich. Comp. Laws § 566.132(2) (as amended January 1, 1993), when it either certifies or issues a cashier’s check for a check drawn on a controlled disbursement account and presented to the financial institution?”
I.
Mich. Comp. Laws § 566.132(2) as amended provides, in pertinent part, that:
An action shall not be brought against a financial institution to enforce any of the following promises or commitments of the financial institution unless the promise or commitment is in writing and signed with an authorized signature by the financial institution:
(a) A promise or commitment to lend money, grant or extend credit, or make any other financial accommodation.
(Emphasis added.) This provision was intended to protect financial institutions against allegations of oral promises to engage in certain transactions. The majority holds, as did the Court below that the transactions under review constitute financial accommodations within the meaning of the statute.2
“A district court engages in statutory construction as a matter of law, and we review its conclusions de novo.” United States v. Brown, 915 F.2d 219, 223 (6th Cir.1990). The term “financial accommodation” is not defined by the Michigan Statute of Frauds, nor is its meaning clear from the context in which it is used. It is therefore appropriate to look to the legislative history for guidance. Arbour v. Jenkins, 903 F.2d 416, 421 (6th Cir.1990); In re Brzezinski, 214 Mich.App. 652, 542 N.W.2d 871, 877 (1995). The legislative analysis accompanying Michigan House Bill 5968, which amended the Michigan Code effective January 1, 1993, and which has now become the focus of this case, describes a number of instances in which banks were subjected to lawsuits based on alleged oral representations that they would extend credit. Supporters of the bill argued that “suits to enforce a promise or commitment to extend credit should not be allowed unless the alleged promise or commitment [is] in writing.” (Emphasis added.) The bill was therefore intended to prevent suits against banks “in which the plaintiff alleges an oral agreement or offer to extend credit or loan money.” (Emphasis added.) House Legislative Analysis Section, Financial Institution Commitments, House Bill 5968 (12-7-92). Nowhere does the legislative history expressly or even impliedly contemplate inclusion of the types of transactions at issue in this case.
Other courts have already considered the meaning of statutes employing the same or *915similar language and have uniformly held that the term “financial accommodation” refers only to transactions in the nature of loans or extensions of credit. For example, when analyzing the meaning of the term in the Bankruptcy Code, where it is similarly undefined, the Eleventh Circuit Court of Appeals held that “the term ‘financial accommodations’ should be construed to mean ‘the extension of money or credit to accommodate another.’ ... Thus, courts define the term ‘financial accommodation’ narrowly....” Citizens & S. Nat’l Bank v. Thomas B. Hamilton Co., Inc. (In re Thomas B. Hamilton Co., Inc.), 969 F.2d 1013, 1019-20 (11th Cir. 1992). In support of its conclusion, the Eleventh Circuit relied on extensive authority including Collier on Bankruptcy and numerous bankruptcy courts throughout the country. Id. at 1018, 1019 n. 7.
The Ninth Circuit has also recognized that “[t]he term ‘financial accommodation’ has been defined as the extension of money or credit to accommodate another.” Trans-america Commercial Finance Corp. v. Citibank, N.A. (In re Sun Runner Marine, Inc.), 945 F.2d 1089, 1092 (9th Cir.1991) (citing In re Placid Oil Co., 72 B.R. 135, 139 (Bankr. N.D.Tex.1987)). I am conversely unaware of any court or commentator, and none has been cited, that endows the term “financial accommodation” with an expansive scope akin to that which the majority adopts today.
Further evidence of the legislature’s intent may be drawn from related Michigan statutory provisions. In Brown v. Yousif, 198 Mich. App. 667, 499 N.W.2d 446, 449 (1993), vacated in part on other grounds, 445 Mich. 222, 517 N.W.2d 727 (1994), the Michigan judiciary recognized the intent of its legislature that the UCC regulate comprehensively the areas of law with which it deals. The court cited MiCH. Comp. Laws § 440.1104, a preliminary section of that state’s version of the Code:
This act being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can be reasonably avoided.
The Brown court interpreted this provision broadly, to prohibit “any implied amendments of the Uniform Commercial Code....” Brown, 499 N.W.2d at 449. This Court should not, therefore, imply an intent to supersede the Uniform Commercial Code’s (“UCC”) ability to regulate the areas that it was designed to occupy, absent a clear manifestation of such intent from the legislature.
The UCC itself contains a Statute of Frauds. Mioh. Comp. Laws § 440.2201. Article 4 of the Code regulates the conduct of banks and their customers, and Article 3 more generally regulates commercial paper. Because these matters are already governed by the UCC, the majority’s broad interpretation of § 566.132(2) would in effect constitute an amendment to the Code.3 The legislature manifested no clear intention to make such a change, and the surrounding law and circumstances strongly suggest that they did not so intend. Instead, the legislative history behind § 566.132(2), the use of the term “financial accommodation” in other statutes, and the plain meaning of related statutory provisions in Michigan that treat the same subject matter suggest strongly — if they do not compel the conclusion — that the transactions at issue were not intended to be within the purview of the Michigan Statute of Frauds.4
II.
Even if the majority is correct in concluding that the scope of the term “financial accommodation” depends entirely on the risk *916assumed by a bank in performing a particular transaction, its holding that the alleged agreements in this case are subject to the statute is dubious. The majority contends that the risk of loss to NBD arises from the nature of the “controlled disbursement account” maintained by F & M. The manner in which that account operates is not clear either from the record or from the memoran-da submitted by the parties,5 However, the majority proceeds from the assumption that F & M had enhanced rights to determine whether or not it would pay checks presented on its account, such that NBD would not have known at the time of committing its funds whether F & M would cover the checks. The majority asserts that had NBD assumed primary liability on the checks (which would have been the result of certification or the issuance of cashier’s checks), and had F & M later refused to cover them, NBD would have been without recourse to recover the amount of the checks. The majority contends that this perceived risk of loss brings the transactions at issue within the reach of the statute.
As mentioned earlier, the exact nature of the account rights held by F & M is unclear. In its brief to this Court, NBD explains that F & M could “monitor their account and (to) place its own stop payment orders on line from its own place of business.” However, to the extent that F & M’s right not to cover a check does take the form of a stop payment order,6 Michigan’s UCC provides banks such as NBD with ample protection against loss arising under these circumstances.
A.
Section 440.4407 of the UCC provides banks with rights of action against certain parties to transactions involving the payment of checks subject to stop orders:
If a payor bank has paid an item over the order of the drawer or maker to stop payment ... or otherwise under circumstances giving a basis for objection by the drawer or maker ... the payor bank is subrogated to the rights
(b) of the payee or any other holder of the item against the drawer or maker either on the item or under the transaction out of which the item arose; and
(e) of the drawer or maker against the payee....
Stop payment orders may be classified in one of two ways: Those that issue rightfully, as when the customer/drawer has a valid legal reason for ordering its bank not to pay a check the customer/drawer has issued, and those that are wrongful, as when a eustomer/drawer issues a stop order but has no legal right to avoid the underlying obligation represented by the check.7 In the first situation, let us assume that NBD had certified the checks or issued cashier’s checks, and that F & M had later placed stop orders on the checks for good cause (e.g., F & M learned that the consideration provided by Schering-Plough in exchange for the checks had failed in some manner). Mioh. Comp. Laws § 440.4207 provides in pertinent part that:
(a) A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any subsequent collecting bank that:
*917(4) the item is not subject to a defense ... of any party that can be asserted against the warrantor....
It is true that, had NBD paid the checks over F & M’s rightful stop payment order, it would have been liable to F & M for the amounts deducted from its account. However, according to NBD’s right of subrogation under Mich. Comp. Laws § 440.4407(c), NBD could then have stepped into the shoes of F & M and sued Schering-Plough to recover the funds advanced, either for a breach of Sehering-Plough’s § 440.4207(l)(d) transfer warranty, or on the underlying transaction from which the checks arose.
In the second situation described above, assume that NBD had certified the checks or issued cashier’s checks, and that F & M had later issued a stop payment order without good cause to do so. NBD may still have been liable to F & M for paying the cheeks over the stop order, Mioh. Comp. Laws § 440.4403.8 In any event, F & M would have had reciprocal liability back to NBD, which under § 440.4407(b) would have been subrogated to Schering-Plough’s right to obtain payment on F & M’s underlying obligation to Schering-Plough. Accordingly, because NBD would have had a forthright remedy under the UCC to recover any funds it advanced to Schering-Plough under either scenario, the risk to NBD identified by the majority is largely illusory in character. It therefore fails under the majority’s own “risk of loss” test to justify inclusion of the transactions at issue within the Statute of Frauds.
B.
The majority contends that another mechanism exists by which controlled disbursement account holders may refuse to fund checks that they issue. By way of background, a controlled disbursement account holder receives a report of the checks presented on its account during a given business day, and then transfers funds to its cheeking account from some other source — either a line of credit extended by the bank, or a separate funding account — in an amount equal to sum of the checks presented. It is not entirely clear whether this transfer is effected affirmatively by the customer, by the bank, or whether it is simply an electronic procedure that operates without any direct action from either party.9 Thus, for the ma*918jority to assume that a customer has the ability to prevent the transfer of funds seems unwarranted. But even assuming that the majority’s assumption is correct does not conclude the inquiry.
In order for the majority’s position to prevail, its contention that a controlled disbursement account holder “has the discretion to fund checks after they [are] presented for payment,” and presumably the discretion not to fund them, would also need to withstand scrutiny. I am unaware of any evidence suggesting that either F & M or any other such account holder has this type of discretion. Certainly nothing in the record of this case suggests it. To hold that banks and corporate entities are unable either to rely on checks backed by fully funded accounts,10 or to make business decisions based on the fact that such checks will be paid as a matter of course, is fundamentally at odds not only with my understanding of modern commercial practice, but also with the letter and spirit of the UCC sections discussed above. The information marshaled by this Court on the topic of controlled disbursement accounts reveals that at best the holder of such an account has the power to refuse to transfer funds to cover a check it has voluntarily issued — it does not have the legal right to do so. Surely the bank would have a cause of action against such a customer either for a breach of the customer’s contractual duty to fund the account, (if such a duty existed, which is again unclear given the incomplete state of the record), or through subrogation to the payee’s rights on the underlying debt evidenced by the checks (pursuant to Mioh. Comp. Laws § 440.4407(c)).
Whether a controlled disbursement account holder must issue a stop payment order to avoid paying checks that it has written, or whether it can simply refuse to fund its checking account, a bank will ultimately have a simple and straightforward recourse against the customer to recover any funds represented by the customer’s checks on which the bank assumes liability. The majority’s perception of NBD’s potential exposure, and their parallel failure to appreciate the remedies at the bank’s disposal, cut at the heart of the rationale that underpins the majority’s ultimate conclusion.
III.
The certification and cashier’s check situations at issue in this case are dramatically different from the two transactions explicitly embraced by the statute. When a bank decides to make a loan or to extend credit, it does so as a matter of business judgment. It determines that the benefit it will receive in the form of fees collected and goodwill and reputation built with its current and potential customers outweighs the risk that its customer will default on the loan or prove unworthy of the credit. Successful banks make these judgments correctly in the aggregate, and thereby enhance both their profit margins *919and their reputations. However, a risk of loss is inherent in these types of transactions, and it is a risk that banks weigh scrupulously when deciding whether to engage in them. The intent of the statute is to allow banks to minimize this risk.
Certifying cheeks and issuing cashier’s checks, conversely, are not services that inherently involve substantial risk. As discussed above, banks are protected by the UCC against the uncertainty of these endeavors for that very reason. The fact that the UCC does not contain comparable mechanisms to protect banks against the risk of loss in loan or credit transactions underscores the distinction.
All transactions involve some risk, but not all transactions are within the scope of the statute. For example, when an individual claiming to be a customer enters a bank and asks to make a withdrawal from his or her account, the bank may ask that the individual display identification, or compare his or her signature with the customer’s signature on record. However, the bank has no ironclad guarantee that the identification is not falsified, or that the signature is not forged. The bank is consequently at some risk when it advances funds, but no one would seriously argue that a simple over-the-counter withdrawal represents a financial accommodation within the meaning of the Statute of Frauds.
CONCLUSION
I therefore disagree with the majority’s disposition of this case in two ways: First, I do not believe that the record as developed below affords a sufficient basis for resolving the issues surrounding the operation of F & M’s account. These issues are critical to a well-reasoned resolution of the questions presented to this Court on appeal. I would therefore remand this matter to the District Court and allow it to develop a sufficient record before any court attempts to render the legal determination that both myself and the majority appear to agree is required.
Second, once such a record is established, I would suggest that the Michigan Supreme Court, rather than this body, should have the first opportunity to interpret a statute drafted by the legislature of its own state.
For the foregoing reasons, I dissent.11
. Michigan has adopted a certification procedure through its Court Rule 7.305(B)(1) which provides that:
When a federal court or state appellate court considers a question that Michigan law may resolve and that is not controlled by Michigan Supreme Court precedent, the court may on its own initiative or that of an interested party certify the question to the Michigan Supreme Court.
. The bulk of the majority opinion is devoted to the first and second alleged agreements between Schering-Plough and NBD, in which NBD contracted to certify Schering-Plough’s checks or issue cashier’s checks for them. Schering-Plough also contends that on Friday, December 2, NBD agreed to accept deposit of the checks into a new account that Schering-Plough would open, and to transfer the funds represented by the checks into the new account provided that the funds were available in F & M’s account at mid-day on Monday, December 5.
As to that agreement, the majority holds that "because defendant’s alleged agreement to make the funds represented by the checks available in plaintiff’s newly-opened account by mid-day December 5 also falls within the meaning of financial accommodation, we conclude that it too is unenforceable absent a writing.” To the extent that the majority supports this conclusion with reasoning beyond that which it uses in ruling on the other two agreements, it is not evident in the text of their opinion. I would treat the December 5 agreement as another commitment by NBD to advance funds, and recommend the same disposition I have suggested for the other alleged agreements.
. The majority contends that the UCC does not specifically address oral promises of the type involved in this case, and that the statutory amendment at issue is not therefore an invalid amendment to that document. However the UCC is “intended as a unified coverage" of this subject matter, making its impact on other commercial law regulation roughly analogous to the preemptive effect of legislation designed to occupy an entire area of law. The way to make a change in that law is by amendment, not by the passage of separate legislation, whether or not the preempting law itself addresses specifically the contingency that is the subject of the new law.
. The majority argues that exclusion of the transactions under review from the reach of § 566.132(2) would render the “financial accommodation” language therein superfluous. However, the fact that these particular transactions should be excluded in no way forecloses the possibility that others may appropriately be included.
. This uncertainty is not surprising, given the fact that the court below granted summary judgment in favor of NBD prior to the commencement of discovery. It does, however, demonstrate further that the granting of summary judgment was premature.
. The court in RPM Pizza, Inc. v. Bank One Cambridge, 869 F.Supp. 517, 518-19 (E.D.Mich. 1994), recounts a situation where a controlled disbursement account holder issued a stop order for a check it had written. If another mechanism is readily available under such accounts, as the majority apparently believes, one must wonder why the customer in PPM Pizza chose to incur the cost of a stop order rather than simply availing itself of this other contractual mechanism.
.The only difference between a stop order issued by a controlled disbursement account holder and any other customer is timing. In the former case, tire bank effectively agrees to waive the protection of Mich. Comp. Laws § 440.4403, that would otherwise allow it to disregard such an order not received within a reasonable time prior to the bank's decision to commit funds for a check.
. In order for a customer to force a bank to recredit its account after paying over a stop order, Mich. Comp. Laws § 440.4403(3) places “the burden of establishing the fact and amount of loss ... on the customer.” This language has resulted in conflicting court decisions as to exactly what the customer must prove in order to force the bank to recredit. A majority of courts have held that a customer must demonstrate (or the bank must demonstrate the absence of) a loss to the customer beyond the debiting of the account, i.e., a "real" loss. Under that theory, if the drawer is actually liable to the payee of the check, the bank’s payment of the check caused no real detriment to the drawer and the customer cannot force the bank to recredit. See, e.g., Dunnigan v. First Bank, 217 Conn. 205, 585 A.2d 659, 662 (1991) (citing cases). Other courts have held that the customer carries its § 440.4403(3) burden merely by demonstrating the existence of a formally correct and timely stop order. See, e.g., Hughes v. Marine Midland Bank, 127 Misc.2d 209, 484 N.Y.S.2d 1000, 1004 (N.Y.1985) (citing cases).
. For example, the account under review in Provident Nat’l Bank v. California Fed. Sav. & Loan Ass'n, 819 F.2d 434, 436 (3d Cir.1987) operates under the first method: The bank "notified [the drawer] every business day of the total amount of checks cleared through the account that day, and [the drawer] wired a transfer of funds for that amount to [the bank] the same day.”
John G. Edwards discusses an arrangement conforming to the second alternative in BofA Practice Examined, The Las-Vegas Review-Journal, June 19, 1994: "First Union notifies Bank of America Nevada of the amount. Bank of Amer-ica withdraws funds from the customer’s line of credit, interest-bearing account or investment for the exact amount and wires the funds to First Union for the local customer.”
Finally, it should be recognized that modem banking realities dictate that a vast majority of transactions are automated, and that human review is often entirely absent. It is therefore possible, given the lack of information in the record, that the funds are simply transferred from one source to another with the touch of a button and without any customer involvement whatsoever.
Even to the extent that a customer is actually involved in the fund transfer process, the foregoing authorities suggest that the customer is notified only of the total amount of all checks clearing on a given day. The customer would consequently be unable to selectively refuse to fund certain checks, except through the normal means of a stop payment order. This would not be a surprising result, since the customer’s main *918concern is maximizing the funds it has available for other purposes, not inventing ways to escape from under its clear commercial obligations. John G. Edwards, Fed Rejects Complaint Against Bank, The Las-Vegas Review-Journal, Aug. 6, 1994. There is no reason to believe that a customer would desire or bargain for the ability (or obligation) to review check list reports on a daily basis, so long as its funds are optimally invested.
. The majority raises the possibility that F & M's account may have been without sufficient funds to cover the checks presented to NBD, either as a result of its intentional depletion by F & M, or for some other reason. They analogize this situation to an individual checking account, in which the holder could simply withdraw all of his funds to avoid paying a check he has issued. Again, the majority speculates as to the nature of the contract between NBD and F & M, assuming the absence of any provision requiring F & M to fund its checking account. Furthermore, the record indicates that during the negotiations preceding at least the first two alleged agreements, NBD officials told Schering-Plough employees that F & M had sufficient funds deposited with NBD to cover the check amounts.
Finally, the majority recognizes that the payor of a check (F & M) would be liable to the payee (Schering-Plough) under these circumstances. In addition, however, had NBD advanced funds to Schering-Plough, NBD would have been sub-rogated to Schering-Plough’s rights against F & M by operation of Mich. Comp. Laws § 440.4407(b). NBD would therefore have had one or more direct rights of action against F & M had it advanced funds to Schering-Plough. It is also possible, given the funds that F & M had deposited with NBD, that NBD could have exercised its right of setoff to recover any funds advanced, without even resorting to judicial process.
. I recognize that the Court below also found that the alleged contracts were invalid for either a lack of contractual intent as to their formation, or the absence of consideration to support NBD’s alleged promises to Schering-Plough. I believe that the Court below erred in these conclusions, and that at least the second and third agreements constituted valid contracts in their entireties. However, given the fact that the majority does not discuss these issues, and the fact that my proposed disposition of this case would likely either resolve it entirely or place it ultimately back before this Court for further proceedings, I believe that a detailed discussion of contractual intent and consideration would be an inappropriate use of judicial resources at this time.