An Agreement To Modify A Contract For The Sale Of Goods

Whether a contract is agreed in writing or orally may be changed at a later date. The UCC applies to contracts for the sale of goods to a distributor or through a distributor. According to the UCC, additional consideration for amending a written contract is not required as long as the amendment is made in good faith. This provision, in a slightly different form, was part of Article 3A of the training text, as proposed by the secretariat of the UNCLOS working group on the international sale of goods. [5] It received general support when it was first proposed, although some members of the working group felt that it should only be maintained if the first sentence on the right to amend the treaty by simple agreement was maintained. Others were in for it because there was supremacy in the written terms of the treaty. On [page 57] of the subsequent meeting of the working group, some opposition was expressed on the grounds that “if the parties had indeed agreed to amend or cancel the contract, that agreement should be effective even if it is not available in writing.” [6] The idea that the proposed text protected the need for certain parties to maintain proper accounting of their paper transactions prevailed. [7] “A good faith agreement between the parties to amend or terminate the contract is effective.” The principles of UNIDROIT Article 2.1.18 have the same rule, with the exception of the share that relates to non-dealers. Although uniDROIT`s principles have no scope, the preamble states that they are intended only for international trade agreements. According to standard contract theory, a “no oral amendment” clause has little effect, as the parties can amend this clause orally. It would be unlikely that the commercial parties would first agree orally to amend the “no oral amendment” clause, followed by an oral amendment to the material provisions of the treaty.

Such formalism may be suspected in a Law School classroom, but that is not how the commercial parties act. However, if the material terms of a contract are changed orally, it would be legitimate to conclude that there is also an oral amendment to the “no oral amendment” clause included. During much of the long and painstaking efforts to revise Section 2 of the UCC, which was contained in the 2003 text, it was proposed to remove the written requirement from Section 2-201. It would thus have been brought into compliance with US law for the international sale of goods, as it is in the CISG. Since the written requirement for sales contracts must be removed in general, the letter from section 2-209 should also be deleted. When the written requirement for Section 2-201 was maintained in the amended text, as it was finally adopted in 2003, although the monetary limit was increased to $5,000, the requirement for a written agreement in Section 2-209 remained unchanged, although the cash limit was also increased to $5,000 in Section 2-209. However, no state has yet adopted the 2003 amendments, so in practice the limit remains at $500. One of the problems that can arise in an international treaty is the termination or modification of the contract with the agreement of the parties. There are two very different issues. One is to ensure that there are no doctrinal barriers to treaty change. It`s a simple problem – in most cases.

A separate point relates to the provision of the contract that any modification or termination of the contract must be made in writing. Treaty changes can be made for many reasons. In fact, there are as many reasons to change a treaty as there is.