Contracts
Criswell v. E.M. Roberts, 789 F.3d 123 (9th Cir. 2023)
Study notes for Criswell v. E.M. Roberts: professor notes, cold call prep, exam angles, and memory aids.
A modification to a contract requires new consideration to be enforceable, and merely promising to expedite a pre-existing duty does not meet this requirement.
In this case, the court examined the essential element of consideration in contract modifications. The court concluded that the promise made by Criswell to expedite delivery in exchange for a higher payment did not constitute new consideration, as it fell within the scope of a pre-existing duty. This highlights the necessity for new consideration in modifying contracts, a principle that is rooted in the protection of parties from exploitative or non-enforceable agreements. Professors highlight how this ruling reinforces the importance of clearly defined contract terms and the legal implications of modification without sufficient new consideration.
Furthermore, this case serves as a reminder of the complexities involved in contractual relationships, where the balance of interests must be maintained. It emphasizes a cautious approach to verbal modifications and raises questions about the enforceability of such agreements and the importance of formalizing contract changes in writing, particularly in commercial settings where reliance on promises is crucial.
No New Favor; Old Duty Holds.
| Case | Distinction |
|---|---|
| Angel v. Murray | In Angel v. Murray, the court enforced a modification due to unforeseen circumstances, demonstrating that new consideration can sometimes arise from changes in context. |
| Restatement (Second) of Contracts § 89 | The Restatement allows for modifications without new consideration in certain situations, unlike in Criswell, where the modification was deemed unenforceable. |
| Kelsey v. Cathay Pacific Airways | In Kelsey, the court found acceptance of varied terms constituted new consideration, whereas in Criswell the court rejected the assertion of new consideration for expediting delivery. |
Enforcing the requirement for new consideration in contract modifications protects parties from being bound by informal agreements that could cause unfair burdens.
Strictly enforcing the consideration requirement may inhibit flexibility in business practices and discourage parties from seeking mutually beneficial adjustments to contracts.
This case may appear on exams in the context of consideration, especially with respect to contract modifications. Students should be prepared to analyze the elements of valid modifications and the role of pre-existing duties.