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MBE Contracts UCC Merchant Modification Fact Pattern + Analysis

Review a fresh MBE UCC merchant-modification problem with Statute of Frauds analysis, common traps, and a short quiz teaser.

Byline BarPrepPlay
Last reviewed March 12, 2026
Page type Static MBE topic page

Fact pattern

North Harbor Kitchens, a restaurant supplier, signed a written contract to sell 30 stainless prep tables to Elm Street Market for $900 each. The signed writing also said, "No modification is effective unless signed by both parties." Two weeks later, Elm Street called and asked North Harbor to deliver 36 tables instead and to push delivery back by one month. North Harbor agreed over the phone and then shipped 36 tables on the later date. Elm Street accepted all 36 tables but later refused to pay for the extra 6, arguing that the oral modification was unenforceable.

Quick answer

North Harbor can recover for the extra six tables because Elm Street accepted the modified performance, waiving the signed-modification requirement as to the goods received. Under UCC Article 2, an agreement modifying a contract for the sale of goods needs no consideration to be binding. But a signed contract between merchants may require that modifications be in a signed writing. In addition, a modification must satisfy the Statute of Frauds if the contract as modified falls within UCC Section 2-201. Even so, an otherwise unenforceable oral modification can become effective through waiver or by performance accepted by the other side.

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IRAC model answer

Issue

Can North Harbor enforce the change from 30 tables to 36 tables even though the modification was never signed?

Rule

Under UCC Article 2, an agreement modifying a contract for the sale of goods needs no consideration to be binding. But a signed contract between merchants may require that modifications be in a signed writing. In addition, a modification must satisfy the Statute of Frauds if the contract as modified falls within UCC Section 2-201. Even so, an otherwise unenforceable oral modification can become effective through waiver or by performance accepted by the other side.

Application

The original agreement is a sale of goods between merchants, so UCC rules apply. The phone call changing quantity and delivery did not need fresh consideration because Article 2 rejects the common-law preexisting-duty requirement for ordinary contract modifications. Elm Street still has a stronger objection on the writing issue, because the original signed contract expressly required signed modifications and the revised quantity easily exceeds the Statute of Frauds threshold. Standing alone, the phone call would not satisfy those writing requirements. But the facts do not stop there. North Harbor actually shipped 36 tables, and Elm Street accepted and retained all 36 tables. Acceptance of the goods operates as performance that takes the dispute outside the purely executory-modification problem. At minimum, Elm Street cannot keep the additional six tables while invoking the no-oral-modification clause to avoid paying for the quantity it accepted. Article 2 allows parties to waive a no-oral-modification clause by conduct, and the buyer's acceptance of the larger shipment is strong evidence of that waiver. The delivery-date change also became effective because both sides performed according to it.

Conclusion

North Harbor can recover for the extra six tables because Elm Street accepted the modified performance, waiving the signed-modification requirement as to the goods received.

Numbered reasoning steps

  1. Start with Article 2 because the contract is for goods between merchants.
  2. Separate consideration from the writing requirements. Those are different questions.
  3. Check the no-oral-modification clause and the Statute of Frauds after the quantity change.
  4. Look for conduct showing waiver or performance accepted under the modified terms.
  5. Tie the remedy to the exact goods the buyer accepted and kept.

Why wrong answers fail

The modification fails because there was no new consideration.

Article 2 does not require new consideration for a contract modification.

The buyer owes nothing for the extra six tables because the modification was oral.

The buyer accepted those goods. Performance and acceptance can waive the signed-writing requirement in practice.

The no-oral-modification clause is always absolute.

Article 2 lets conduct operate as waiver even when the contract originally demanded a signed change.

Only the delivery date changed, not the quantity.

The phone call changed both terms, and quantity is the more important Statute of Frauds issue.

Issue-spotting checklist

  • Identify whether the transaction is governed by common law or UCC Article 2.
  • Ask separately about consideration, the no-oral-modification clause, and the Statute of Frauds.
  • Do not ignore buyer acceptance of goods delivered under the modified terms.
  • Use waiver and performance concepts when the parties act on an oral change.
  • Match the seller's recovery to the goods retained or accepted by the buyer.

Primary law and source anchors

  • UCC Section 2-209(1) A contract for the sale of goods may be modified without consideration.
  • UCC Section 2-209(2) A signed agreement excluding modification except by signed writing is generally enforceable between merchants.
  • UCC Section 2-209(4) and (5) An ineffective attempt at modification may still operate as a waiver, and waiver can sometimes be retracted.
  • UCC Section 2-201 The Statute of Frauds applies to contracts for the sale of goods priced at $500 or more.