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Contract modification law, Uniform Commercial Code Article 2, U.C.C. Article 2


Commercial Law | Contracts


A goal of the Uniform Commercial Code is to provide rules that respond to commercial reality so that the intentions of contracting parties will be effectuated. To meet this challenge the U.C.C. was written to allow both certainty and flexibility. In this Article, Professor Hillman examines the Code provisions governing contract modifications. Through a series of hypothetical problems he explores the methodology used by the U.C.C. in attempting to achieve a proper balance between stability and flexibility in contract modification law. He concludes that the Code has not been successful in achieving its goals in this area. The various sections relating to contract modification are often ambiguous, confusing, and even conflicting. Professor Hillman attempts to counter these Code inadequacies by suggesting solutions consistent with the Code policy of enforcing freely made modification agreements.

Publication Citation

Published in: North Carolina Law Review, vol. 59, no. 2 (January 1981).