§ 336.2-209 — Modification, Rescission and Waiver
Plain-Language Summary
An agreement to modify a sales contract needs no new consideration (payment) to be binding. However, the duty of good faith applies. If the original contract requires modifications to be in writing, an oral modification does not apply unless the parties waive that requirement through their conduct.
336.2-209 MODIFICATION, RESCISSION AND WAIVER.
(1) An agreement modifying a contract within this article needs no consideration to be binding.
(2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
(3) The requirements of the statute of frauds section of this article (section 336.2-201) must be satisfied if the contract as modified is within its provisions.
(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
History:
1965 c 811 s 336.2-209; 2024 c 93 art 2 s 7
History: History: 1965 c 811 s 336.2-209; 2024 c 93 art 2 s 7