UCC Contracts Question
Posted: Thu Mar 29, 2012 6:44 pm
Can someone please explain 2-209 (5) and how that coincides with 2-209(4)
2-209(5) basically means that if you agree to modify the contract, but it doesn't comply with (2) or (3)[which makes it a waiver, not a valid modification], then you can retract your waiver and force the other party to comply with the strict requirements of the K, but it has to happen in a reasonable manner, and they can't have materially altered their position in reliance on your waiver.
So if you have a K with a no oral modifications clause, and the parties aren't merchants, any oral "modification" operates as a waiver. If the party granting the waiver wants to change his mind about having it, he must reasonably notify the other party and the other party can't have reasonably relied on it.
Hope this helps.