Bar Exam (Next Generation) Quiz: Modification Of Contracts
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Modification Of ContractsQuestion 1 of 12

Ridge, a commercial landlord, hired Mason under a written contract to construct an addition to Ridge's warehouse for $300,000. The contract said nothing about hazardous-waste disposal, and neither party was aware that drums of solvent were buried on the site. Midway through the work, state environmental authorities ordered the drums removed before construction could continue. Mason told Ridge he could not continue unless Ridge agreed to pay the $40,000 removal cost. After consulting counsel, Ridge signed a written addendum promising to pay that amount. Mason completed the work, and Ridge paid only the original $300,000. Mason sued Ridge for the $40,000.

Who prevails in Mason's suit against Ridge?

Mason, because the addendum was a fair and equitable modification made in response to circumstances the parties did not anticipate when they formed the original contract.
Mason, because Mason's promise to continue with the construction was new consideration for Ridge's promise to pay the removal cost.
Ridge, because Mason's promise to finish the addition was a preexisting contractual duty and therefore cannot support Ridge's promise to pay more.
Ridge, because an integrated written contract may be modified only by a later writing, and the addendum was not supported by consideration.
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Bar Exam (Next Generation) Quiz

Bar Exam (Next Generation) Quiz: Modification Of Contracts

Practice Modification Of Contracts in Bar Exam (Next Generation) with focused quiz questions that help you check what you know, review explanations, and build confidence with test-style prompts.

What this quiz covers

This quiz focuses on Modification Of Contracts, giving you a quick way to practice the rules, question types, and explanations that matter most for Bar Exam (Next Generation).

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Try each quiz question before looking at the correct answer. Use the explanations to review missed ideas, then come back to similar questions until the pattern feels familiar.

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Question 1

Ridge, a commercial landlord, hired Mason under a written contract to construct an addition to Ridge's warehouse for $300,000. The contract said nothing about hazardous-waste disposal, and neither party was aware that drums of solvent were buried on the site. Midway through the work, state environmental authorities ordered the drums removed before construction could continue. Mason told Ridge he could not continue unless Ridge agreed to pay the $40,000 removal cost. After consulting counsel, Ridge signed a written addendum promising to pay that amount. Mason completed the work, and Ridge paid only the original $300,000. Mason sued Ridge for the $40,000.

Who prevails in Mason's suit against Ridge?

  1. Mason, because the addendum was a fair and equitable modification made in response to circumstances the parties did not anticipate when they formed the original contract. (correct answer)
  2. Mason, because Mason's promise to continue with the construction was new consideration for Ridge's promise to pay the removal cost.
  3. Ridge, because Mason's promise to finish the addition was a preexisting contractual duty and therefore cannot support Ridge's promise to pay more.
  4. Ridge, because an integrated written contract may be modified only by a later writing, and the addendum was not supported by consideration.
Explanation: At common law, a modification of an executory contract generally must be supported by consideration, and a promise to perform an existing contractual duty is not consideration. Under the Restatement, however, a promise modifying a duty under a contract not fully performed on either side is binding if the modification is fair and equitable in view of circumstances not anticipated when the contract was made. The buried drums were not anticipated, removal was required by law, the $40,000 addendum was fair, and the contract was still executory when the modification was signed. Choice B is wrong because Mason's promise to continue was the same duty he already owed. Choice C states the ordinary preexisting-duty rule but ignores the unanticipated-circumstance exception. Choice D is wrong because an integrated writing may be modified by a later agreement; the decisive issue here is not integration but the absence of consideration, which the exception overcomes.

Question 2

Grain Co. and Bakery signed a writing for Grain to sell Bakery 10,000 bushels of wheat at $5 per bushel. Later they orally agreed that Grain would sell an additional 2,000 bushels at the same price. Grain delivered 10,000 bushels but refused to deliver the additional 2,000. Bakery sued to enforce the agreement as modified.

What will be the result?

  1. Bakery can enforce the agreement as modified because a UCC modification needs no consideration and the original writing satisfies the Statute of Frauds.
  2. Bakery cannot enforce the oral increase to 12,000 bushels; the contract remains enforceable only as to the 10,000 bushels in the signed writing. (correct answer)
  3. Bakery cannot enforce the agreement for any wheat because the failed oral modification operated as a rescission.
  4. Bakery can enforce the agreement as modified if Grain accepted the modification by part performance.
Explanation: Under UCC Section 2-209(3), the contract as modified must satisfy the Statute of Frauds if it is within the Statute. The original signed writing evidenced a quantity of 10,000 bushels, but no signed writing evidenced 12,000 bushels, so the oral modification was unenforceable. Because the modification failed, the original written contract survived for 10,000 bushels. A ignores the need for a signed writing as to the modified quantity, C incorrectly treats a failed modification as a rescission, and D is unsupported because Grain did not deliver the additional 2,000 bushels and no payment or receipt of those goods took the oral increase out of the Statute of Frauds.

Question 3

Luxe Imports, a merchant, contracted in writing to sell Style Stores 1,000 handbags at $100 each. Before delivery, Luxe's costs had not changed, but Luxe learned that Style had no alternative supplier that could meet its deadline. Luxe told Style it would not ship unless Style agreed to pay $110 per handbag. Style signed a written modification and paid $110,000. Style later sued to recover the extra $10,000.

Will Style recover the extra $10,000?

  1. No, because a signed modification of a sale-of-goods contract is binding even without consideration.
  2. No, because the modification was supported by Style's assent and Luxe's promise to ship.
  3. No, because the UCC requires a modification to be supported by new consideration.
  4. Yes, because a modification extorted in bad faith without a legitimate commercial reason is ineffective. (correct answer)
Explanation: Under UCC Section 2-209, a modification of a sale-of-goods contract needs no consideration, but it must satisfy the obligation of good faith. Luxe's demand was opportunistic: its own costs had not changed, and it was exploiting Style's lack of alternatives. Because the modification was extorted in bad faith and without a legitimate commercial reason, it is ineffective and Style may recover the extra amount. The signed writing and absence of consideration do not validate a bad-faith modification, so A and B are wrong. The UCC does not require new consideration for a modification, so C is wrong.

Question 4

Metro hired Drake to demolish a downtown building for $80,000. The contract said nothing about asbestos. After work began, the state health department issued emergency regulations requiring asbestos abatement by licensed contractors and disposal at a certified landfill, which would increase Drake's cost by $25,000. Drake said he would stop work unless Metro agreed in a signed writing to pay $105,000. Metro signed. After Drake completed the work, Metro refused to pay more than $80,000.

Is Metro obligated to pay Drake the additional $25,000?

  1. Yes, because Drake's promise to continue working was new consideration for Metro's promise.
  2. No, because Drake was already under a contractual duty to demolish the building and gave no new consideration.
  3. No, because Metro signed only because Drake threatened to stop work, making the modification voidable.
  4. Yes, because the modification was fair and equitable in view of circumstances not anticipated when the contract was made. (correct answer)
Explanation: At common law, a modification of an executory contract ordinarily requires new consideration, and a preexisting duty cannot serve as consideration. An exception applies when the modification is fair and equitable and is made in response to circumstances not anticipated when the contract was formed. The emergency asbestos regulation was unanticipated, the extra $25,000 matched Drake's added cost, and the contract was still executory. Drake's continued performance was not new consideration, so A is wrong. The general preexisting-duty rule is superseded by the exception, so B is wrong. Because the modification was a fair response to unanticipated circumstances, it was not obtained by duress, so C is wrong.

Question 5

Tenant hired CleanCo to strip and wax the floors of its restaurant for $6,000. Tenant complained that the work was defective and told CleanCo the job was worth no more than $4,000. CleanCo denied any defect and demanded $6,000. Tenant sent CleanCo a check for $4,000 with 'payment in full for all floor work' in the memo line and a letter stating the check was tendered to settle the dispute. CleanCo cashed the check and then sued for $2,000.

Who prevails?

  1. CleanCo, because the original debt was liquidated and part payment is not consideration.
  2. CleanCo, because CleanCo did not sign a release of the remaining claim.
  3. Tenant, because the cashing of the check modified the contract without consideration.
  4. Tenant, because the tender and acceptance of the check created an accord and satisfaction of a bona fide dispute. (correct answer)
Explanation: When a claim is subject to a good-faith dispute, the debt is unliquidated, and a creditor's acceptance of a tendered check in full satisfaction is an accord and satisfaction. The debtor's payment of the disputed amount and the creditor's surrender of the larger claim supply the required consideration. CleanCo cashed the check with knowledge of the full-satisfaction notation, so the remaining claim was discharged. A incorrectly treats the claim as liquidated, B incorrectly requires a release, and C mischaracterizes the transaction as a modification rather than an accord and satisfaction.

Question 6

Homeowner and Painter signed a contract under which Painter would paint Homeowner's house by August 1 for $8,000. In July, Homeowner, worried that Painter might accept another job, said, 'Finish by August 1 and I will pay you $9,000.' Painter replied, 'I'll do it,' and finished by August 1. Homeowner paid $8,000.

Is Painter entitled to the additional $1,000?

  1. Yes, because Painter's timely completion conferred a benefit on Homeowner and was induced by the promise.
  2. Yes, because Painter accepted Homeowner's offer by doing the requested act.
  3. No, because an oral promise to pay more than the contract price is unenforceable without a writing.
  4. No, because Painter was already under a legal duty to finish by August 1 and gave no consideration. (correct answer)
Explanation: At common law, a modification must be supported by consideration, and a promise to do what one is already legally obligated to do is not consideration. Painter's promise to finish by August 1 was identical to its existing contractual duty, so Homeowner's promise to pay more was not supported by a bargained-for detriment. Inducement and benefit are not enough when the promisee incurred no new detriment, so A and B are wrong. No writing was required for this modification, so C is wrong.

Question 7

Best Produce, a merchant, and Green Grocer, a merchant, signed a written contract for Best Produce to sell Green Grocer 100 cases of organic berries at $4 per case, for a total price of $400. The contract, signed by both parties, stated: 'No modification of this contract shall be binding unless made in a writing signed by both parties.' A week later, after the wholesale berry market fell, Best Produce's manager orally agreed to reduce the price to $3 per case. Relying on that promise, Green Grocer immediately contracted to resell the berries to a restaurant chain at $3.50 per case. Best Produce then refused to deliver at $3 and insisted on the original price. Green Grocer sued.

Who prevails in Green Grocer's suit against Best Produce?

  1. Green Grocer, because a modification of a UCC sales contract requires no consideration and the no-oral-modification clause is not binding between merchants.
  2. Green Grocer, because Best Produce's oral promise was an attempted modification that operated as a waiver, and Green Grocer's reliance makes the waiver irrevocable. (correct answer)
  3. Best Produce, because the signed no-oral-modification clause made the oral promise ineffective, and Green Grocer's reliance was not reasonable.
  4. Best Produce, because Green Grocer gave no consideration for the price reduction and the parol evidence rule bars proof of the oral promise.
Explanation: Under UCC 2-209(2), a signed no-oral-modification clause is effective between merchants, so the oral price reduction was not an effective modification. Under UCC 2-209(4), however, an attempted modification that fails because of such a clause can operate as a waiver. Under UCC 2-209(5), the waiving party may retract the waiver upon reasonable notice unless retraction would be unjust because the other party materially changed position in reliance. Green Grocer's binding resale contract at $3.50 per case was material reliance, so Best Produce could not retract the price waiver. Choice A is wrong because the no-oral-modification clause is effective between merchants. Choice C ignores the waiver-and-reliance doctrine. Choice D is wrong because UCC modifications need no consideration and the parol evidence rule does not bar proof of a subsequent modification.

Question 8

Buyer and Seller orally agreed that Seller would sell Buyer 100 reams of copy paper at $4 per ream, for a total price of $400. Before delivery, Buyer and Seller orally agreed to increase the quantity to 150 reams at the same price, for a total price of $600. Seller tendered 150 reams. Buyer accepted and paid for 100 reams and refused to accept the remaining 50. Seller sued Buyer for the price of the 50 reams.

Who prevails in Seller's suit against Buyer?

  1. Seller, because a UCC modification needs no consideration and the later oral agreement was made in good faith.
  2. Seller, because Buyer's acceptance and payment for 100 reams took the entire contract, as modified, out of the statute of frauds.
  3. Buyer, because the oral modification increased the total contract price to more than $500 and was not evidenced by a signed writing. (correct answer)
  4. Buyer, because any oral modification of a contract for the sale of goods is ineffective unless the original contract was in writing.
Explanation: Under UCC 2-209(3), a modification of a sales contract must satisfy the statute of frauds if the contract as modified is within it. The original oral contract was for $400 and therefore outside UCC 2-201; the modified contract was for $600 and therefore within it. Because there was no signed writing sufficient against Buyer, the modification increasing the quantity to 150 reams is unenforceable. UCC 2-201(3)(c) makes an oral contract enforceable only as to goods received and accepted or for which payment has been made and accepted; Buyer accepted only 100 reams, so the additional 50 remain unenforceable. Choice A is wrong because the no-consideration rule does not eliminate the statute-of-frauds requirement. Choice B overstates the part-acceptance exception. Choice D is wrong because oral modifications of sales contracts can be effective when not barred by a no-oral-modification clause or the statute of frauds.

Question 9

BuildRight contracted with Owner to construct a house according to plans specifying an asphalt shingle roof. Before roofing began, Owner asked BuildRight to install a standing-seam metal roof instead and orally agreed to pay an additional $25,000. BuildRight installed the metal roof. Owner paid the original contract price but refused to pay the extra $25,000.

Is Owner liable for the additional $25,000?

  1. No, because BuildRight was already obligated to install the roof and gave no new consideration.
  2. Yes, because installing the metal roof was not required by the original contract and supplied new consideration. (correct answer)
  3. No, because an oral promise to pay extra under a construction contract must be in writing.
  4. Yes, because modifications of construction contracts need no consideration once the contractor has performed.
Explanation: At common law, a modification is enforceable if the party seeking enforcement gave new consideration. BuildRight was not obligated to install a standing-seam metal roof; the original contract required an asphalt shingle roof. Supplying a different, more valuable roof was a bargained-for detriment and new consideration for Owner's promise to pay the additional $25,000. A incorrectly treats the two roofing obligations as identical, C invents a writing requirement, and D incorrectly asserts that the contractor's performance eliminated the need for consideration.

Question 10

By signed writing, Mill agreed to sell Bakeries 'all the wheat flour Bakeries requires from March 1 through February 28' at $20 per 50-pound bag. In July, because flour prices had fallen, Mill's manager orally agreed to reduce the price to $17 per bag for the remainder of the term. In September, Mill denied the reduction and billed Bakeries at $20. Bakeries sued to enforce the $17 price.

Will Bakeries prevail?

  1. Yes, because requirements contracts are exempt from the Statute of Frauds and can be modified orally.
  2. Yes, because the original signed writing satisfied the Statute of Frauds and Article 2 does not require consideration for modifications. (correct answer)
  3. No, because the price modification was not in writing and the contract as modified is within the Statute of Frauds.
  4. No, because Mill received no consideration for reducing the price.
Explanation: Under the UCC, a modification needs no consideration. The original signed writing satisfied the Statute of Frauds because it identified a quantity term: all the flour Bakeries requires. The Statute of Frauds for goods does not require a price term to be in writing, and an oral reduction of price does not change the quantity term. Therefore the oral modification is enforceable. Requirements contracts are not exempt from the Statute of Frauds, so A is wrong. No new writing was required for the price term, so C is wrong. The UCC eliminated the consideration requirement for modifications, so D is wrong.

Question 11

Owner and Builder signed a contract for Builder to construct a warehouse for $2 million. Before Builder began performance, both parties signed a document stating that they 'rescinded' the original contract and that Builder would construct the same warehouse for $2.2 million and Owner would pay $2.2 million. Builder constructed the warehouse, and Owner paid only $2 million.

Is Owner obligated to pay the additional $200,000?

  1. Yes, because the mutual rescission discharged the original contract and the replacement promises are supported by consideration. (correct answer)
  2. No, because Builder was already legally obligated to build the warehouse and gave no new consideration.
  3. No, because an agreement to pay more for the same performance is always unenforceable.
  4. Yes, because unforeseen circumstances made the original price inequitable.
Explanation: Before either party performed, the parties mutually rescinded the original contract and made a replacement contract. A mutual rescission of an executory contract is supported by the parties' mutual release of rights, and the replacement contract's mutual promises are consideration for each other. Because the original contract was rescinded, Builder's promise to build was no longer a preexisting duty under the new bargain. B and C ignore the effect of the rescission. D is wrong because there is no finding of unforeseen circumstances; the replacement contract is enforceable on consideration grounds.

Question 12

Two merchants had a signed contract for sale of 10,000 widgets at $10 each. They later orally agreed to increase the quantity to 12,000 widgets. Seller signed and sent Buyer a written confirmation stating the modified quantity and price, and Buyer did not object or respond. Seller later refused to deliver the additional 2,000 widgets. Buyer sued to enforce the modification.

Will Buyer prevail?

  1. Yes, because oral modifications of sale-of-goods contracts are effective despite the Statute of Frauds.
  2. No, because Buyer's silence cannot satisfy the Statute of Frauds even between merchants.
  3. Yes, because Seller's signed confirmation satisfied the Statute of Frauds, and UCC modifications need no consideration. (correct answer)
  4. No, because the modification was not signed by Buyer and is therefore unenforceable.
Explanation: Under UCC Section 2-201(1), a writing satisfies the Statute of Frauds if signed by the party against whom enforcement is sought. Seller, the party to be charged, signed the confirmation stating the modified quantity of 12,000 widgets, so the Statute of Frauds is satisfied. Under UCC Section 2-201(2), if Buyer were the party resisting enforcement, Buyer's failure to object within ten days to a merchant's signed confirmation would also satisfy the Statute of Frauds against Buyer. Under UCC Section 2-209, the modification needed no consideration. A is wrong because a modified sale-of-goods contract must satisfy the Statute of Frauds when required; B is wrong because silence can satisfy the Statute of Frauds between merchants; D is wrong because Seller, not Buyer, is the party to be charged and Seller signed.