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lower price per tree. The lumberjack agreed. Here, the developer sought the modification in good faith. The developer fulfilled his obligation as to the first 44 percent of the stock and had no duty to buy any more. Thus, the developer was within his rights to refuse to buy more without additional concessions from the lumberjack. [ Adapted from Eighth North- Val, Inc. v. William L. Parkinson, D.D.S., P.C. Pension Tr. , 773 A.2d 1248 (Pa. Super. Ct. 2001).] Compare : A developer contracted with a steel plant to purchase steel for use in construction projects. The agreement contemplated two types of steel: hot rolled steel and cold rolled steel. Per the agreement, the plant could raise the price of cold steel at its reasonable discretion, based on various market factors affecting the price of steel. The agreement did not, however, permit the plant to adjust the price of hot rolled steel. In time, the plant threatened to stop selling the developer any steel at all if he did not agree to pay increased prices for both types of steel. Here, the plant likely sought the price increase in bad faith. In threatening to stop selling all steel without agreement to price increases for both types of steel, not just cold rolled steel, the plant threatened to breach the contract without the desired modification. This behavior is a common example of bad faith. [ See Roth Steel Prods. v. Sharon Steel Corp. , 705 F.2d 134 (6th Cir. 1983).] b. Form of Modification Generally, Article 2 prescribes no particular form for contract modifications. Thus, modification can be by express agreement, whether oral or written. What is more, the parties may modify an agreement by their course of performance. Even so, Article 2 does impose some limitations on the form of a modification in specific contexts. [ See U.C.C. § 2- 209(2)-(3) (1951); 2A Anderson U.C.C. § 2-209:71 (3d. ed.), Westlaw (database updated Dec. 2020).] Modification Falling within the Statute of Frauds If the contract as modified falls within the statute of frauds, then the modification must satisfy the statute of frauds. Here, any relevant exceptions to the statute of frauds may apply, as they would to any contract for the sale of goods. Of course, if any attempted modification would fail under this rule, it may instead operate as a waiver. [U.C.C. § 2- 209(3)-(4) (1951); 2A Anderson U.C.C. § 2-209:75 (3d. ed.), Westlaw (database updated Dec. 2020); The Statute of Frauds, supra .]
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