## Facts

- A printer agreed to produce approximately 15,000 copies of a specialty magazine for a quoted price of $6,695, which the publisher accepted.
- After production began, the printer informed the publisher that costs would be higher because certain work would be sent to a third party.
- The printer sent a revised written quote increasing the price to $9,300 for essentially the same work.
- The publisher did not obtain another printer and proceeded with performance, later explaining he feared missing a publication deadline and feared his materials might not be returned if he protested.
- The printer delivered 5,000 copies; the publisher signed a purchase order reflecting the $9,300 price and paid $4,650.
- The printer delivered the remaining 10,000 copies, which the publisher retained and used in his business.
- The publisher later refused to pay the remaining balance, disputing the price increase after accepting delivery and making partial payment.
- The printer sued for the unpaid balance; the trial court entered summary judgment for the printer in the amount of $5,116.20, and the publisher appealed.

## Issues

1. Whether the printing agreement was predominantly a sale of goods governed by UCC Article 2, making the price modification enforceable without additional consideration under UCC § 2-209.
2. Whether the publisher’s defenses of lack of consideration and business compulsion (economic duress) created a genuine issue of material fact precluding summary judgment.
3. Whether alleged misrepresentations about in-house production and future pricing were sufficiently pleaded and supported to defeat summary judgment.

## Decision

- The appellate court affirmed summary judgment for the printer and the $5,116.20 award.
- The court held the transaction was predominantly for tangible printed magazines and therefore governed by UCC Article 2.
- Under UCC § 2-209, the price modification did not require new consideration to be binding.
- The business compulsion defense failed because the record did not show wrongful or unlawful conduct by the printer that overcame the publisher’s free will, nor a lack of reasonable alternatives or legal remedies.
- The fraud/misrepresentation defense failed because the allegations were not sufficiently specific and largely concerned future conduct without proof of a present intent not to perform, and did not establish actionable reliance and damages.

## Legal Principles

- In a mixed goods-and-services contract, the governing law turns on the contract’s predominant purpose; if goods predominate, UCC Article 2 applies.
- Under UCC § 2-209(1), an agreement modifying a contract for the sale of goods does not require additional consideration to be enforceable.
- Assent to a modification may be shown by course of performance, including signing documents reflecting the changed terms, making partial payment, and accepting and using delivered goods.
- Economic duress/business compulsion requires wrongful or unlawful conduct that overbears the victim’s free will and leaves no reasonable alternative; commercial pressure and time constraints alone are insufficient.
- Fraud based on promises of future conduct generally requires proof of a present intent not to perform; conclusory or nonspecific allegations do not create a triable issue.

## Conclusion

The court enforced the printer’s price modification under UCC Article 2 without requiring additional consideration and held that the publisher’s asserted economic duress and fraud defenses were legally insufficient to defeat summary judgment after he accepted the goods, signed documents reflecting the higher price, and partially paid under the modified terms.


Gross Valentino Printing Co. v. Clarke, 120 Ill. App. 3d 907, 458 N.E.2d 1027 (Ill. App. Ct. 1st Dist. 1983)