Modification under the UCC

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ltp93
Posts: 19
Joined: Fri Aug 31, 2012 11:59 pm

Modification under the UCC

Postby ltp93 » Tue Dec 04, 2012 9:56 pm

Hello everyone,

I am working through some practice problems, I came across the issue of modifications under the UCC.

Here's the basic situation:

On 4/2/, X sells to Y $1,000 widgets. Both parties agree that delivery will be on 4/6. The agreement is reduced to writing, stating both the purchase price of $1,000 and the delivery date of 4/6. On 4/4, X calls Y and asks if they can change the delivery date to 4/7. Y agrees. On 4/7, X tenders the widgets to Y. Y resuses to accept or pay for them, on the grounds that they were not delivered on 4/6. All other specifications are met.

Now, since this transaction falls under the UCC, and because the price is > $500, does the modification in the delivery date need to be in writing?

I checked the answer to the practice problem and it says that it does NOT have to be in writing. But, I swear 2-209(3) speaks directly to the fact that modifications under the UCC that also fall under the SOF have to be in writing.

Thank you in advance.

hooma
Posts: 213
Joined: Tue Jan 11, 2011 5:33 pm

Re: Modification under the UCC

Postby hooma » Wed Dec 05, 2012 4:08 pm

Also a 1L studying for contracts so take this for what it is worth, but my thoughts are that:

2-209(4) allows Y's attempted oral modification to operate as a waiver as to strict enforcement of the delivery date. Under 2-209(5) a party who has made a waiver can retract its waiver by providing reasonable notice to X that it would strictly enforce the delivery date. It's unlikely that Y's refusal of the goods would satisfy the reasonable notice of retraction requirement, so Y would have waived it's right to strictly enforce the delivery date. X can seek recovery based on the original written contract, notwithstanding the changed date, without the modification being in writing.

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chem
Posts: 867
Joined: Thu Mar 03, 2011 8:14 pm

Re: Modification under the UCC

Postby chem » Wed Dec 05, 2012 4:11 pm

hooma wrote:Also a 1L studying for contracts so take this for what it is worth, but my thoughts are that:

2-209(4) allows Y's attempted oral modification to operate as a waiver as to strict enforcement of the delivery date. Under 2-209(5) a party who has made a waiver can retract its waiver by providing reasonable notice to X that it would strictly enforce the delivery date. It's unlikely that Y's refusal of the goods would satisfy the reasonable notice of retraction requirement, so Y would have waived it's right to strictly enforce the delivery date. X can seek recovery based on the original written contract, notwithstanding the changed date, without the modification being in writing.


Johnston's class? I hope not, because I dont remember this

hooma
Posts: 213
Joined: Tue Jan 11, 2011 5:33 pm

Re: Modification under the UCC

Postby hooma » Wed Dec 05, 2012 4:22 pm

chem wrote:
Johnston's class? I hope not, because I dont remember this


No, and I don't remember covering SoF in connection with modification in Mahoney's class either. So I don't have anything to back that up except for my reading of the provisions following the provision cited by OP.




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