MBE Rules · Contracts
Modification — UCC §2-209 (good faith)
UCC §2-209
The rule
Under the UCC, a modification of a sale-of-goods contract needs no new consideration, provided the modification is made in good faith. A no-oral-modification clause is enforceable; modifications must satisfy the statute of frauds if the modified contract falls within it.
In plain English
When you change a contract for selling goods, you don't need something extra in return if the change is honest. If the contract says changes must be written, then you have to write them down.
Worked example
The buyer and seller agree to change delivery terms for a shipment of furniture. They do it verbally, but the contract requires written changes. The change isn't valid unless they put it in writing.
Memory hook
Good Faith, No New Gain: Modify without new consideration, just honesty under UCC.
The trap
Students think: Any modification needs consideration. Wrong, because UCC allows good faith mods without it. The actual test is honesty in modification.
How examiners test it
The MBE loves: oral modification attempt + no-oral-mod clause. Trap: assuming oral mods always fail. Remember: enforceable only if in writing & good faith.
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