Also known as: changes in position · change of position · changes of position · change of position defense
Written by attorneys · grounded in primary & secondary sources — see below
A party's detrimental alteration of its circumstances or commitments undertaken in reliance on another's promise, agreement, or representation. The change supplies an equitable basis for enforcement of an otherwise defective modification or promise and can bar retraction of a waiver or rescission of a transaction.
Continental Cargo promised Maple Move a higher delivery rate if Maple bought extra trucks and signed long-term driver leases. Maple made those purchases and commitments in direct response. When Continental later refused the higher rate, the court enforced the modification because Maple's expenditures and lease obligations constituted a material change of position in reliance on the promise.
Blue Ag assured Colby it would buy her entire organic grain crop at a premium if she converted her fields. Colby switched from conventional planting and incurred conversion costs. When Blue Ag refused to purchase, the oral promise became enforceable because Colby's field conversion represented a material change of position that would render non-enforcement unjust.
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Point Rights and Apex orally modified their engagement to cover an unexpected regulatory probe for an extra fee and digital manuals only. Point Rights hired additional associates and declined other matters while Apex restructured its compliance team. When Apex later repudiated the fee increase, the modification was enforced because both parties' staffing and operational changes created a material change of position making reinstatement of the original terms unjust.
After suspending Marilyn's trading authority internally, Coastal Capital left her access to firm letterhead and templates without notifying clients. Mark executed a discretionary authorization, transferred funds, and liquidated positions in reliance. Coastal Capital was held liable for Mark's resulting losses because his immediate financial actions constituted a change of position induced by the firm's continued manifestations of authority.
No. Under the applicable Restatement rule a modification is binding to the extent justice requires enforcement when one party has made a material change of position in reliance on the promise even without fresh consideration.
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The Statute does not bar enforcement of a subsequent agreement if reinstatement of the original terms would be unjust in view of a material change of position in reliance on that agreement.
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It includes payment of money, expenditure of labor, suffering a loss, or subjection to legal liability undertaken because of the principal's manifestations.
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A party may retract a waiver by reasonable notification unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
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…of vociferous attacks. Bradley was accused of accepting bribes, of being captured by railroad interests, and of an eleventh-hour change in position after a night in which his house "was surrounded by the carriages" of Republican partisans and railroad officials. C. Woodward, Reunion and Reaction 159-160 (1966). Many years later,…