Gross Valentino Printing Co. v.

Clarke Case Brief

Gross Valentino Printing Co. v. Clarke, 458 N.E.2d 1027 (Ill. App. Ct. 1983). Facts: Gross Valentino Printing Co. (P) entered into a contract to print magazines for Clarke (D). Gross informed Clarke that there would be a substantial price increase for the job. Clarke did not object to the price increase at the time. P delivered the first 5,000 magazines of the total order of 15,000 magazines. D paid for the magazines at the higher price and signed the purchase order reflecting the higher price. After D received the balance of the 15,000 magazines he told P that he would not pay the higher price. The plaintiff sued the defendant for breach of contract and D asserted three affirmative defenses; lack of consideration for the promise to pay the higher price, fraudulent or innocent misrepresentation, and business compulsion. The court granted Ps motion for summary judgment and entered a judgment in Ps favor of $5116.20. D appealed. Issue: Under the UCC, is consideration required to modify a contract? Holding and Rule: No. The court held that the contract was for printed magazines and not for printing services and that the UCC applied. Under the UCC no consideration is required for contract modification. The court distinguished other cases that had characterized similar contracts as contracts for services by looking to the relative skill required in fulfilling the obligation under the contract. The court held that printing magazines did not require as much independent judgment, skill, and service as the contracts at issue in the cases relied upon by D. Regarding Ds defense of fraudulent or innocent misrepresentation, the court held that D merely alleged misstatements of future circumstances

and did not allege that Ps agent knew that any of his statements were false at the time they were made. Regarding Ds defense of business compulsion (i.e. duress), the court held that D failed to allege facts sufficient to raise the defense. The defense of duress cannot be predicated upon a demand which is lawful or upon doing or threatening that which a party has a legal right to do. In order to raise the defense the party must show that the conduct of the party obtaining the advantage was tainted with some degree of fraud or wrongdoing. Ds defense failed because D did not indicate how his free will was overcome by any wrongdoing by P. Disposition: Affirmed.