dissenting:

In March 1977, Jack Chambers executed in favor of Springs Industries, Inc. (“Springs”) a personal guarantee which provided that “[i]n consideration of ... accepting orders from, entering into contracts and agreements with or extending credit or making sales of goods and merchandise to Kris Knit,” Chambers would unconditionally guarantee payment of all existing or future extensions of credit by Springs to Kris Knit. In addition, the guarantee stated that it could not be terminated without written notice to Springs.

*1133 Subsequently, but only for a very short time, Springs proceeded to conduct business with Kris Knit on a credit basis. Periodically, Chambers was required to submit personal financial statements to Springs in order to maintain the viability of his personal guarantee.

In mid-1977, Chambers suffered a major heart attack, and, based upon medical advice, he withdrew from any active role in the operation of Kris Knit, selling his entire interest in the corporation to Lianne Yon Frieht. During his hospitalization and recuperation, Chambers was contacted by agents of Springs, including its president, Abe Waters, and credit manager, Jay Smith. They were made aware by him of the seriousness of his condition and the fact that he was withdrawing from participation in the operation of Kris Knit. They were further informed by Chambers that, while he would remain responsible for any debts existing at the time of his sale of the business to Ms. Von Frieht, he would not be liable for any further credit extended to Kris Knit.

Immediately thereafter, the business relationship between Springs and Kris Knit changed dramatically. Chambers did withdraw from Kris Knit. Springs ceased to require financial statements from him and withdrew the extension of all credit to Kris Knit, insisting that all purchases be solely on a “cash before delivery” basis.

Springs continued to do business with Kris Knit until May 1986, eventually reestablishing a credit relationship with them at some point in the interim.

In 1986, approximately nine years after Chambers orally informed Springs that he was terminating his personal guarantee, Kris Knit became indebted to Springs in the sum of $63,404.09 1 After Kris Knit failed to pay the balance due and Ms. Von Frieht personally declared bankruptcy, Springs instituted this action against Chambers.

In answering Springs’ complaint as well as in opposing its motion for summary judgment based on the guarantee agreement, Chambers contended that the agreement had been terminated in 1977, prior to the debts that Kris Knit subsequently incurred. In so contending, Chambers relied primarily on estoppel and waiver. Springs, on the other hand, relied solely upon the provision of the agreement that it would continue in full force and effect “until actual receipt by [Springs] from the undersigned by registered mail of written notice of termination.”

Under New York law, a party to a contract may be precluded from insisting upon strict compliance by conduct amounting to a waiver or estoppel. The doctrine of es-toppel was explained by the Court of Appeals of New York as follows:

Nassau Trust Co. v. Montrose Concrete Products Corp., 56 N.Y.2d 175 , 451 N.Y.S.2d 663, 667 , 436 N.E.2d 1265, 1269 (1982) (citations omitted). While estoppel requires detriment to the party claiming to have been misled, the doctrine of waiver “requires no more than the voluntary and intentional abandonment of a known right which, but for the waiver, would have been enforceable.” Nassau Trust, 451 N.Y.S.2d at 668 , 436 N.E.2d at 1269-70 (citations omitted).

Both of these doctrines have been utilized by the New York courts in order to relieve an aggrieved party to a contract involving “distinctly unfair” circumstances. See Peter A. Camilli & Sons, Inc. v. State of New York, 41 Misc.2d 218 , 245 N.Y.S.2d 521, 527 (N.Y.Ct.Cl.1963) (Camilli). Both doctrines have similarly been applied to contracts involving a written guarantee of payment. See Bankers Trust Hudson *1134 Valley, N.A. v. Christie, 68 A.D.2d 969 , 414 N.Y.S.2d 787 (N.Y.App.Div.), on rear-gument, 72 A.D.2d 614 , 420 N.Y.S.2d 521 (N.Y.App.Div.1979) (Bankers Trust). In Bankers Trust, a case involving substantially identical facts to the case before us, defendant Christie executed a guarantee to the plaintiff for all credit extended to a corporation of which defendant was a stockholder and officer. The guarantee expressly provided that it would continue “until written notice of revocation ... [is] actually received by the [plaintiff].” Id., 414 N.Y.S.2d at 788 .

Shortly after execution of the guarantee, defendant Christie withdrew from active participation in the corporation. There was no evidence that written revocation of the guarantee agreement was ever received by plaintiff.

Almost a year after Christie’s resignation, the plaintiff loaned the corporation $23,000 at 9% interest. Almost two years later, the plaintiff made a second loan of $4,300 to the corporation. The corporation subsequently defaulted on both loans and the plaintiff commenced an action against Christie to recover over $25,000 on his guarantee agreement.

Despite the lack of any written revocation, Christie contended that he effectively had revoked his guarantee prior to plaintiffs extensions of the loans. He argued that plaintiff was aware of his severance with the corporation and that credit was not extended to the corporation until long after he left. The trial court, however, rejected these arguments and granted summary judgment in favor of plaintiff.

On appeal, the judgment of the trial court was reversed. The Appellate Division of the Supreme Court determined that “although an offer of suretyship provides that it can be revoked only by written notice, the surety has the power to terminate it by giving notice in any other way, unless he has received consideration.” Id., 414 N.Y.S.2d at 789 (citations omitted). The Appellate Division found that because Christie had “personally received no consideration for signing the guaranty,” he had the power to terminate it by giving notice in some other way. Id. Because a question of fact existed as to whether plaintiff was aware that defendant had terminated his guarantee, the Appellate Division reversed the summary judgment, stating:

Id. (citation omitted). 2

The teaching of Camilli is also telling on this issue. I quote directly from that case:

Camilli, 245 N.Y.S.2d at 527 (citations omitted).

*1135 In the present case, the facts offered to be proved by Chambers, and, incidentally, never disputed by Springs, create at a minimum a genuine issue which should be addressed at trial. The issue, as it is described by Chambers, is whether Springs by its conduct had waived the written notice provision of the guarantee agreement such that it was estopped from relying on it many years later when Kris Knit and its new owner became insolvent. Chambers’ offer of proof below included:

This case, in short, provides a textbook example of the doctrines of waiver and estoppel. The advantage that Springs seeks over Chambers is unconscionable. Had he known that Springs intended to hold him responsible for Kris Knit’s debts, it is highly unlikely that he would have permitted this indebtedness to occur.

I am reminded by this case of the struggle between equity and law that was played out in England between the fourteenth and nineteenth century, a struggle prompted by the extreme rigidity of the law coming out of the thirteenth century. Put simply, the forms of action in place at that time frequently produced unjust or inequitable results, and a whole new system sprang up to fill a need and an obvious void in their system of civil justice. There are few law students in this nation who have not read the story of Courtney v. Glanvil, Cro. Jac. 345, 79 Eng.Rep. 294 (K.B. 1615), wherein the resulting battle between the Kings’ Bench, with Coke as its Chief Justice, and the chancellor, Lord Ells-mere, came to a head. A commission to which this stalemate was referred for resolution sliced the baby in half without extinguishing its life, ruling that “the chancery ‘does not assume to undo the judgment, but only to restrain the corrupt conscience of the party.’ ” P. James and G. Hazard, Civil Procedure 17 (2d ed.1977), quoting Phelps, Falstaff and Equity 45-46 (1901).

Equity and law were finally merged into a single system both in England and the United States, starting in 1848. Ironically for this case, the first step towards this merger came in New York State in 1848. David Dudley Field led the way with the implementation of the Code of 1848. 3 Yet Chambers might well believe that he is still in fourteenth century England where the strict letter of the law ruled supreme and tolerated no equitable relief. As is the majority, I am concerned about the sanctity of contract, but I do not see this case as violating that principle.

Because issues of material fact exist regarding applicability of these doctrines, the judgment of the district court should be REVERSED.

. There is an indication in the record that the nature of the business relationship between Springs and Kris Knit changed markedly in 1986, resulting in this indebtedness.

. The majority asserts that Bankers Trust has been impliedly overruled by the memorandum decision of the New York Court of Appeals in Chemical Bank v. Sepler, 60 N.Y.2d 289 , 457 N.E.2d 714 , 469 N.Y.S.2d 609 (1983). An examination of the abbreviated decision in Chemical Bank fails to disclose any such intent, nor, indeed any mention of Bankers Trust at all. This, in my view, is because the issues before the court in Chemical Bank were different than the issues raised in Bankers Trust. It appears that the only concerns of the court in Chemical Bank were whether 1) the guarantee was continuing in nature, and 2) whether an oral rather than written notice could terminate it. Nowhere in the opinion is there any mention of waiver or estoppel, which do not appear to have been explicitly raised as defenses. This distinguishes Chemical Bank both from Bankers Trust as well as from the case before us.

. The federal courts followed suit on September 16, 1938, with the Enabling Act, now 28 U.S.C. § 2072 . James and Hazard at 20.