contract law

UCC 2-209

The Uniform Commercial Code provision allowing modification of a sale-of-goods contract without consideration, subject to good faith and any signed writing requirement.

UCC 2-209 is the Uniform Commercial Code provision allowing modification of a sale-of-goods contract without consideration, subject to good faith and any signed writing requirement.

How does UCC 2-209 differ from the common-law rule on contract modifications?

Under the common law, a modification of an existing contract requires new consideration, and the pre-existing duty rule says a promise to do what one is already legally obligated to do is not consideration sufficient to support a modification. Under UCC 2-209, a modification of a sale-of-goods contract needs no consideration, only good faith, and remains subject to any signed writing requirement.

Does UCC 2-209 enforce no-oral-modification clauses?

Yes, for sale-of-goods contracts: a no-oral-modification clause, which is a contractual provision prohibiting oral modifications, is given effect under UCC 2-209(2) for sale-of-goods contracts even between merchants.

Key Facts

UCC 2-209 allows modification of a sale-of-goods contract without consideration, subject to good faith and any signed writing requirement.
Under the common law, a contract modification requires new consideration; under UCC 2-209 it needs no consideration, only good faith, subject to any signed writing requirement.
The pre-existing duty rule is the common-law rule that a promise to do what one is already legally obligated to do is not consideration sufficient to support a contract modification.
A no-oral-modification clause is given effect under UCC 2-209(2) for sale-of-goods contracts even between merchants.

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