Retentions. Shaw argues, however, that Bechtel may not offset sums due by the Debtor because there is no mutuality between the Debtor and Shaw. Bechtel argues, however, that “SUBCONTRACTOR” under the Contracts is the Debtor, because that is who it was at the time the TSCA and Tank Contracts were executed. Bechtel contends that Shaw stands in the shoes of the Debt- or with respect to the TSCA and Tank Contracts, and, therefore, any rights as-sertable by Bechtel against the Debtor are still assertable against Shaw under the Contracts assigned to it. Bechtel argues that any other interpretation would imper-missibly modify the terms of the TSCA and Tank Contracts that were assigned to Shaw. See, e.g., Medtronic AVE, Inc. v. Advanced Cardiovascular Sys., Inc., 247 F.3d 44, 60 (3d Cir.2001) (<HOLDING>); Piedmont Print Works, Inc. v. Receivers of
holding that an attorney approval clause in a contract for the sale of real estate was a part of that contract and would have to be satisfied for the underlying contract to be enforceable recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract holding that an assignment does not modify the terms of the underlying contract holding a deviation from the terms of a contract constitutes an impairment of contract holding that an agreement was procedurally unconscionable because job applicants were not permitted to modify the agreements terms  they had to take the contract or leave it