Also known as: material modification · materially modify · materially modified · materially modifying · material change · material alteration
Written by attorneys · grounded in primary & secondary sources — see below
A substantial alteration to the terms of an agreement, instrument, or statement that affects legal rights, enforceability, or the obligations of the parties. Such a change triggers doctrines that condition enforcement on fairness, reliance, or statutory requirements when the alteration produces a material shift in position or meaning.
Prairie Grain Elevator promised Dakota Family Farms an extra fifty cents per bushel if the farm switched to non-GMO corn and obtained certification. Dakota purchased new seed, altered its planting schedule, and paid certification fees in direct response. When Prairie later refused the higher price, the court enforced the modification because Dakota's costly changes constituted a material change of position that justice required protecting.
A reporter deliberately rearranged words in a public figure's interview so that the published version suggested the speaker endorsed a controversial policy he had actually opposed. The alteration produced a materially different meaning from the original statement. The public figure prevailed on the actual-malice claim because the change was not trivial.
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After signing a premarital agreement that eliminated spousal support, one spouse suffered a disabling illness that left her unable to work. The resulting financial hardship was unforeseen at the time of signing. A court refused to enforce the support-waiver term because the material change in circumstances produced substantial hardship.
Two merchants orally agreed to extend the delivery date on a goods contract that was still executory. No writing memorialized the extension, and the buyer made no material change of position in reliance on the new date. The seller later insisted on the original terms, and the court held that the prior contract remained unmodified.
Harborview Bank orally promised MosaicFin a lower per-loan servicing fee if the fintech agreed not to terminate the contract early. MosaicFin abandoned negotiations with another client and spent substantial sums on software customized to Harborview's portfolio. Because reinstatement of the original fee would be unjust in light of that material change of position, the court enforced the reduced fee.
Wisconsin Knife Works orally waived a written delivery schedule with National Metal Crafters. National then invested in additional tooling and accelerated production in reliance on the waiver. When Wisconsin later demanded strict compliance and refused payment for goods already manufactured, the court examined whether the material change of position made enforcement of the original terms unjust.
A promise modifying an executory contract can be binding if one party materially changes position in reliance on the promise and justice requires enforcement. Courts examine the foreseeability and extent of the reliance costs incurred because of the modification.
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Yes. When the parties agree to modify an executory contract and one side materially changes position in reliance on the new terms, reinstatement of the original agreement may be unjust, allowing enforcement despite the absence of a writing.
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A deliberate alteration is material when it produces a different meaning from the original statement that is not substantially accurate. Trivial wording changes that leave the conveyed meaning intact do not satisfy the standard.
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A court may refuse enforcement of a term if, viewed in the context of the entire agreement, enforcement would cause substantial hardship because of a material change in circumstances arising after the agreement was signed.
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…formed when TSL agreed, on the telephone, to ship the copy at the agreed price. The box-top license, argues Step-Saver, was a material alteration to the parties's contract which did not become a part of the contract under UCC § 2-207. Alternatively, Step-Saver argues that the undisputed evidence establishes that the parties did not…