Wisconsin Knife Works v. National Metal Crafters,

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

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Nature of the Case

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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.