Modification of contracts: which is true regarding consideration under common law and NY law?

• A. C/L: no new consideration required
• B. NY: signed writing is good
• C. C/L: new consideration required; NY: signed writing is good
• D. The UCC disregards consideration

Answer: (C)

The important idea is how modification of contracts is treated differently in common law versus New York law (which follows the UCC approach for goods). Under common law, a modification generally needs new consideration—the promise to do something different or additional must be supported by new consideration, not just a promise to perform what one is already obligated to do. So a mere change in terms without new consideration isn’t enforceable.

New York law, reflecting the UCC approach for contracts involving goods, allows modifications without new consideration as long as the modification has a signature and, if the modified contract falls within the Statute of Frauds, is in writing. In other words, a signed writing can make a valid modification without requiring fresh consideration.

That’s why the correct statement combines both ideas: under common law, new consideration is required for modifications; under New York law, a signed writing is sufficient to modify (subject to the Statute of Frauds).