Universal Builders, Inc. v. Moon Motor Lodge, Inc.
430 Pa. 550, 244 A.2d 10 (Pa. 1968)
entered into a contract with Moon to build a motel and restaurant.The contract stipulated that all
changes to the contract must be made in writing.It also stipulated certain building requirements.One of the subcontractors used
lower grade masonry than was specified in the contract.
threw a fit and withheld all payments to Universal until Universal agreed
to sign a supplemental contract to pay Moon $5k in damages and perform
additional work to repair the masonry.Universal signed, completed the project, and then went
sued Moon, claiming that the supplemental agreement was induced under
The trustee also argued that Moon
also made numerous oral change orders that Universal did the work for,
even though there was a stipulation that change orders need to be in writing.
representative was onsite watching the work be done.This could even be considered an
implied contract, which wouldn't
require a formal oral or written agreement at all!
Trial Court found (partially) for Universal. Moon appealed.
The Trial Court
found that Moon needed to pay Universal the $127k they still owed for the
unsuccessfully argued that since the original contract had not been
modified under a written change order,
they were not liable to pay for anything that wasn't written down in a
unsuccessfully argued that the supplemental agreement was void, under the
Fraudulent Conveyance Act.
The Appellate Court found that the
effectiveness of a non-written modification in a contract
that requires modifications must be written depends upon whether
enforcement of that condition is or is not barred by equitable
considerations, not upon the technicality of whether the condition was or
was not expressly and separately waived before the non-written
Court found that Moon mislead Universal into doing extra work
without written authorization to benefit from nonperformance of that
this case to Brian Constr. & Dev. Co. v. Brighenti (A.2d 72 (Conn. 1978)), where the Court held that oral modifications
to contracts were enforceable so long as there was consideration
on both sides.