Custom Ovens, Oral Modification, and a Lost Catering Contract

Under UCC 2-209(1), a modification needs no consideration, so the $2,000 expedite fee is not invalid simply for lack of consideration. A merger clause recites that the writing is final, but it does not by itself prevent a later modification; it mainly affects evidence of prior or contemporaneous terms. If the purchase order contains a no-oral-modification clause, UCC 2-209(2) makes that clause effective, but 2-209(4)-(5) allow waiver or estoppel when a party relies on the oral change. Northwind's operations manager likely had apparent authority to agree to the delivery date and expedite fee, and Forge's reliance-shipping and incurring expedite costs-supports waiver. The modified deal is still within the statute of frauds and is evidenced by the signed original plus part performance. A court would likely enforce the oral modification as a waiver unless Northwind proves the manager lacked authority or the contract expressly bars both modification and waiver. The safer exam answer is 'likely enforceable but jurisdiction-sensitive.'

UCC 2-719 permits parties to exclude consequential damages unless the exclusion is unconscionable. Between merchants buying custom commercial ovens, the exclusion is generally enforceable, so the $40,000 lost catering profit is likely barred as consequential damages. The 10-day written-notice clause is a contractual condition for delay claims; failure to give notice can bar the claim if the clause is enforced. Northwind can argue waiver: Forge orally agreed to April 5 and then delivered late, and Northwind accepted the goods. Notice for defective goods is separate under UCC 2-607(3): Northwind must notify Forge within a reasonable time after discovering the calibration failure or be barred from a remedy. The strongest claim is direct damages for the three defective ovens-repair, replacement, or cover-plus incidental costs, not the catering contract. If Forge knew about the April 1 opening and the delay was substantial, Northwind may also argue that enforcing the notice clause would deprive it of an essential remedy, but that argument is weaker between sophisticated merchants.

UCC 2-615 excuses delay only if performance is impracticable because of an occurrence whose nonoccurrence was a basic assumption, and the seller must notify the buyer. A steel shortage is often a foreseeable manufacturing risk and is not listed in the force majeure clause. Forge bears the burden to show it could not reasonably have obtained substitute steel or allocated production fairly. The clause's list is not necessarily exclusive, but a court will read it against the drafter and may treat the shortage as an ordinary business risk. Even if excused, Forge must show it gave timely notice. For the three defective ovens, Northwind can reject if the defect substantially impairs value, or accept and recover damages under UCC 2-714. It must give timely notice. Remedies include repair or replacement, cover, incidental damages, and possibly direct lost profits if proved with reasonable certainty, but not the excluded consequential catering loss. Northwind should preserve evidence and inspect the other nine ovens before accepting them.