Wisconsin Knife Works v. National Metal Crafters

781 F.2d 1280 (7th Cir. 1986)

Facts

Wisconsin (P) contracted in writing to purchase spade bit blanks from National (D) for use in the manufacture of spade bits. Each of P's six purchase orders contained a clause that no modification of the contract would be binding unless it was made in a signed writing by P's authorized representative. D provided the delivery dates for the first two orders in writing and the last four orally. D failed to meet the delivery schedules. After about half of the blanks were delivered and accepted over a year late, P canceled the remaining backlog of orders and sued for breach. D claimed that the delivery dates were not intended to be firm and that the late acceptance by P constituted a modification of the contract. The jury found that the contract had been modified and not breached and found for D on its cross-complaint. P appealed; the modification was not valid unless written, and therefore the contract was breached.