A contract for delivery of 100 widgets was made for delivery by February 20. On February 3, the parties orally agree to postpone delivery to March 1. The widgets arrive March 1 and the buyer refuses to pay. Who is most likely to succeed in a breach-of-contract action?

• A. The buyer, because any modification of the contract must satisfy the statute of frauds.
• B. The buyer, because the February 3 agreement was not supported by consideration.
• C. The seller, because the modification on February 3 was immediately binding on both parties.
• D. The seller, because the oral agreement on February 3 waived the February 20 delivery date.

Answer: (D)

Under the UCC, a contract for the sale of goods can be modified without new consideration, and an oral modification can be binding if made in good faith. Changing the delivery date from February 20 to March 1 is such a modification. The widgets arrive on March 1 in accordance with the modified terms, so the buyer’s refusal to pay breaches the contract as modified. Therefore, the seller is likely to prevail.

The other reasoning blocks don’t fit as well: lack of consideration is not a bar to modification under the UCC, and the modification’s validity isn’t automatically defeated by the need for writing unless the modified contract itself falls within the Statute of Frauds. The key point is that the oral agreement waived the original delivery deadline and the seller fulfilled the contract as modified.