How to Modify a Contract in United States Law

Document Type : Original Article


1 Department of Private Law, Faculty of Law, Shahid Beheshti University, Tehran, Iran.




According to Section 2-615-A of the Uniform Commercial Code (U.C.C), A seller has an excuse to enforce the contract, if there are the following 3 conditions: A: There must be a possible accident. B: The agreed implementation must be impractical. C: The absence of a possible accident should be the basic premise on which the contract is formed.

While section 2- 615 only deals with the seller's excuse for the performance due to the loss of the default conditions, The comments (official theories) related to the section make it clear that this section can be applied in appropriate cases for the buyer's exemption.

Although little effort has been made today to achieve physical disability, It is clear that physical impossibility is in the range of impracticality. The terms and conditions of execution at the time specified in the contract, And is expressed by meanings that are usually understood by both parties, It can increase the likelihood of a practical impossibility of fulfilling the obligation.

However, it seems that the increase in costs or other market fluctuations that affect the seller and thus lead to financial loss of execution for him, is not related to the impracticality of the obligation. Although impracticality is not defined in the Uniform Commercial Code, The definition of the dictionary, together with the common origin and the views of the designers, shows that the performance must have created a severe economic hardship for the obligee in order to justify the excuse of the performance towards him.


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Articles in Press, Accepted Manuscript
Available Online from 01 May 2022
  • Receive Date: 27 October 2021
  • Revise Date: 14 February 2022
  • Accept Date: 01 May 2022