In some cases, with respect to contracts for the sale of goods, the UCC approach differs from the treatment of contracts that are not intended for the sale of goods. For example, the requirements for a contract modification under the UCC differ from others (see below) and the limitation period for contracts for the sale of goods is shorter than the limitation period for other contracts (see discussion above on the elements of the contract). “A signed agreement that excludes any modification or termination, except by a signed letter, cannot be amended or cancelled otherwise, but such a requirement must be signed separately by the other party on a form provided by the distributor.” In the United States and perhaps in other common law countries, courts have often found ways to circumvent the lack of consideration in particularly attractive cases. However, litigation is costly. A principled way of avoiding the doctrine of consideration was desirable. The answer [page 49] was first found in Article II of the Single Code of Trade (UCC), which deals with the sale of goods. Paragraph 2-209, paragraph 1, simply states that “the agreement to amend a contract within this article does not require a review to be binding.” Whether a contract is agreed in writing or orally may be changed at a later date. “A written contract with a provision requiring a written amendment or termination by agreement must not be altered otherwise or terminated by contract.” Section 2-209 resolved the main difficulty related to the modification of the contracts for the sale of goods. It has also had a great influence on the law in the United States on treaties in general.
This is reflected in the adjustment of the treaty (second) adopted in 1982, which is provided for in section 89: any changes to the termination of the contract should not be applied. A typical example arises when the buyer has entered into a contract to supply components of a product to his sub-buyer until a given date. The closer this date approaches, the more the seller of the components can acquire a temporary but effective monopoly situation. If the component seller refuses to supply the components unless the price is increased, the component buyer may not be able to contact another supplier in time to complete the manufacturing and deliver the finished product to the buyer until his or her own contract date. This is not materially important, but it is interesting to note that section 2-209 is within that part of Article 2, which deals with the formation of a sales contract. The fundamental doctrine of the treaty has not been ruled out in this regard. However, a contract amendment can be obtained by “agreement,” a clause defined in section 1-201 (3). Al Kritzer and I met for the first time at the UNCIT Congress on International Trade Law in the spring of 1992. He had recently retired as a lawyer with the General Electric Company, where he worked on international contracts.