Assignment task: World Food Corp, (WFC) is a multinational corporation that supplies food manufacturers with raw materials such as oils, wheat and corn meal (flour) and other grains, sugar, salt, spices of every variety, and chemicals and other additives commonly found in food products. In January 2022, WFC agrees with Safeway Supermarkets Inc., a large U.S. chain of supermarkets and grocery stores, that WFC will supply Safeway with 300 metric tons of wheat flour for Safeway to package and sell at retail under its own Safeway brand to its retail customers. The price in the contract is $500 per metric ton, thus the full contract price is $150,000. In addition, the contract calls for delivery of ten metric tons of the wheat per month for 30 months. WFC began its shipment of the first delivery of 10 metric tons of the wheat in February 2022, and made the second 10 metric ton delivery in March 2022. However, in late March and early April 2022, WFC experienced significant shortages in its global supply of wheat most likely due to the war in Ukraine which has severely restricted the ability of Ukraine to ship most of its wheat production out of its territory. (Ukraine is one of the, or perhaps the, world's largest supplier of wheat to the global market and the war has caused the closure of vital seaports needed to export its wheat and other agricultural products.)
A senior representative of WFC contacted her counterpart at Safeway to explain the situation and explain that, due to the war and resulting wheat shortage, WFC will need to reduce the amount of wheat it can supply to Safeway by 50 percent per month starting with the May 2022 delivery and for the remaining period of the contract (26 more months). Further, WFC's representative explained that, even though the global inflation that has also been in part caused or exacerbated by the war in Ukraine has increased the cost and price of wheat and other commodities, WFC agrees to keep the price per metric ton at $500 as it was originally agreed by the parties. Thus, the only material change required by WFC to the contract terms is the amount of wheat it is obligated to ship per month for the remaining months of the contract and, consequently, the total amount of wheat to be sold and purchased under the contract. Safeway, while not pleased with the situation and the fact that it will now have to locate other supplies of wheat to meet its retail requirements, agreed to receiving the reduced amount of wheat to be delivered by WFC under the contract. The parties drafted an addendum to the contract which memorialized the modification as described above, and the principals of each party signed the addendum and provided a signed copy to the other party.
WFC continued to perform its delivery obligations under the agreement as modified in the addendum through the summer months and into the autumn of 2022 by shipping five metric tons of the wheat per month. However, in late September and early October 2022, Ukraine's military forces were making significant gains in controlling territory initially taken and controlled by Russia, including the territory surrounding several essential Ukrainian seaports. These territorial gains increased and were strengthened in the months of November and December 2022, and by January 2023, several of the most vital seaports were secured and under the firm control of the military and government of Ukraine. From January 2023, wheat and other commodities produced in Ukraine began to flow out of the country and started to re-supply the global market. While the global wheat shortage immediately began to improve, all economic and supply chain experts agreed that the wheat supply would not be back to normal levels for one to two months. This proved to be correct, and by late March 2023, global wheat supplies were back to normal levels. Learning that the global wheat supply was back to normal, a Safeway senior representative contacted his counterpart at WFC and said that, given the recent developments in Ukraine and the easing of the supply issues for wheat, Safeway expects that the wheat supplied to Safeway under its contract with WFC should be increased to the level originally agreed to in the contract, i.e., prior to agreeing to the addendum - 10 metric tons per month, for the remaining period of the contract beginning with the April 2023 shipment (16 more months). WFC, however, did not want to go back to the original higher monthly amount of wheat to be delivered to Safeway since global wheat prices have remained high and well above the price on which the original contract price was based, and WFC would rather sell more of the now-available supply to other customers at higher prices.
Safeway then brought a contract claim to a U.S. state court against WFC to enforce the original quantity and delivery terms of the original agreement, with the quantity of wheat to be delivered at 10 metric tons per month for the remaining 16 month period. WFC defends against such a claim by demonstrating to the court that the parties agreed that WFC should only be obligated to ship five metric tons per month for the remaining 16 month period pursuant to the parties signed addendum. Note that Safeway does not dispute the validity of the addendum and is thus *not* claiming that WFC is required supplement its previously performed deliveries of five metric tons by supplying another five metric tons, but instead claims that the quantity and delivery terms in the original agreement should be restored to those agreed in the original agreement for the remaining 16 months of the agreement Which party is likely to prevail on this issue and why?. You are the judge of the court to which the claim was brought, and you are expected to provide your opinion and analysis as to whether the parties are bound to the quantity/delivery term in the original agreement, or alternatively, if they are bound to the quantity/delivery term as set forth in the addendum modifying this contract term.
You can assume the following for purposes of this question:
1. That state law governing the issue raised by the above facts is uniform throughout the United States, i.e., the law controlling this issue is the same in all 50 states, so you do not need to consider applying a different rule or a specific variation of the rule due to the case pending in a specific state jurisdiction.
2. That the addendum signed by the parties was a proper modification that would overcome any legal challenge based on the pre-existing legal duty rule.