Publication Date

1-2001

Document Type

Article

Abstract

This article explores the legal and economic complexities surrounding the enforcement of modified sales contracts under Section 2-209 of the Uniform Commercial Code (UCC). While contract modification allows parties to adapt agreements to changing circumstances, courts have struggled with the absence of a consistent standard for determining when such modifications should be enforced. The discussion critiques the ambiguity of the UCC’s “good faith” requirement and the unpredictability it creates in judicial decision-making. To address these issues, the article proposes a “sequential approach” that examines each stage of the modification process, requiring the initiating party to demonstrate reasonable grounds for seeking the change while evaluating the responding party’s assent in context. Drawing on Section 2-609’s framework for assurances of performance, this model aims to provide a clearer, more balanced method for distinguishing legitimate contractual adjustments from coercive or opportunistic conduct. Through analysis of case law, statutory interpretation, and economic reasoning, the article offers a practical framework for improving the coherence and fairness of contract modification doctrine.

Publication Title

Florida Law Review

Volume

53

Issue

1

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