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Contracts • Defenses to Enforcement and Formation
K#064
Legal Definition
Under common law, any contract provision requiring that all modifications need to be in writing are not effective and void. However, under the UCC, such provisions are effective unless waived.
Plain English Explanation
Under the common law, any contract clause that prohibits oral modifications of the contract are not effective and void. In other words, if the contract has a term in it that says something like, "All modifications must be in writing." This term would be void and not enforceable to prevent evidence of an oral modification from being shown to the court.
In contrast, under the UCC, it is possible to prohibit oral modifications if parties agree to such a term.
In contrast, under the UCC, it is possible to prohibit oral modifications if parties agree to such a term.
Hypothetical
Hypo 1: Sam paints houses. Bob asks Sam to paint his house blue. Sam agrees. Bob writes up a contract that says "Bob will pay Sam $100 to paint Bob's house located at 123 Sesame Street. Sam will paint it blue. All modifications to this agreement must be in writing." Both Sam and Bob sign the contract. Later, when Sam is headed to the store to buy the paint, Bob calls him and says, "Hey Sam! I talked to my wife and she actually prefers the house be painted red instead." Sam says, "No problem!" The next day, Sam paints Bob's house red. Bob comes home and says, "Woah! We agreed on blue! I'm not paying you!" Sam says, "But you called and told me you wanted it to be red." Bob replies, "Yeah, but we agreed that changes need to be in writing and we never put that in writing." Result: Painting a house is a service, so common law applies. Under common law, prohibition on oral modifications are void. Thus, the oral modification to change the paint color from blue to red was valid, and Bob must pay Sam for his service.
Visual Aids
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