united-states fraud
Is it legal to deceive someone into following through with an already-signed contract?
<p>This is entirely hypothetical but I was thinking about it today and was wondering if it was legal or not.</p>

<p>Let's say a sign a contract with a company to produce 100 widgets a month for $50/month, plus a $500 setup fee. It will cost me $500 to set up production and cost me $0.25 each to produce. I will ship out the 100 widgets on the 14th of every month, and the payment for those widgets ($50) will get sent on the 21st of the same month.</p>

<p>I receive the initial $500 setup fee and the check clears, so I start production and ship out the widgets on the 14th. On the 21st, I don't receive any money, so I call up the company I signed an agreement with and they tell me to go pound dirt - they're not sending any money. So far, I have spent $525 on production and have only received $500, even though I should have received $550. </p>

<p>After they tell me to go away, I call the company again and offer to produce the remaining widgets at just $0.10 each if they send me the $50 owed to me. They agree, but upon receiving the check I do not produce any more widgets and ignore all contact with the company. </p>

<p>For the sake of this question, assume the contract is a standard contract and completly enforceable. Would this be legal?</p>

<blockquote>
  <p>After they tell me to go away, I call the company again and offer to produce the remaining widgets at just $0.10 each if they send me the $50 owed to me. They agree, but upon receiving the check I do not produce any more widgets and ignore all contact with the company.</p>
</blockquote>

<p>You will only get away with that if your contract allows termination without notice, that is if you are allowed to change your mind at any time and not produce widgets in advance (i.e. that you have not yet been paid for).</p>

<p>But if there is say one month's notice, you will be legally required to produce 100 more widgets at $0.10 each before walking away — because your last call would effectively make an amendment to the contract and that would be enforceable.</p>

<p>If you offer to make something at a discount that they already agreed to pay for at full price, and they do not give valuable consideration for your offer, then it may be considered a nullity, as far as them enforcing it beyond what was already agreed.</p>

<p>Famous case (partially recalled from 1L Contracts) in which ship cannery crew at sea was on strike and refused to work unless paid higher wages. The captain "agreed" and they went back to work. Upon selling the harvest in port, the captain had no legal obligation to pay more than the crew had been promised originally, as the crew gave no more work than they had originally promised for the agreed wages.</p>

<p>In that light, I'm not sure your proposed "phone call" would serve as an "amendment" of the original deal to the lower unit price, although it may raise a collateral estoppel outside of the original contract.</p>
