On January 5, a buyer and seller contract for the delivery of 100 widgets by February 20. They sign a writing. On February 3, they orally agree to postpone delivery to March 1. When the widgets arrive on March 1, the buyer refuses to pay. If the seller sues for breach, who is likely to succeed?

• A. The seller, because the oral agreement on February 3 waived the February 20 delivery date.
• B. The buyer, because the oral agreement was not in writing.
• C. The seller, because the contract is in writing and the modification was valid.
• D. The buyer, because postponement extended beyond February 20.

Answer: (A)

The key idea is that a sale-of-goods contract can be modified without new consideration, and a modification can be oral unless the modification would bring the contract within the Statute of Frauds. Here, the parties originally had a written contract with a delivery date of February 20. They orally agree on February 3 to shift delivery to March 1. That oral agreement effectively waives the original Feb 20 deadline and creates a new obligation to deliver by March 1. The seller fulfills that new obligation by delivering on March 1, and the buyer’s refusal to pay breaches the contract as modified. Therefore, the seller is likely to succeed.

Notes on other possibilities: an oral modification is permissible unless the modification would trigger the Statute of Frauds, in which case a writing would be required. In this scenario, the timing change does not inherently make the modification unenforceable, so the oral waiver is enforceable, making the seller’s position stronger.