Many legal professionals often ask the question: can written agreements be modified orally? The answer is not clear cut, as it depends on a variety of factors. However, understanding how oral modifications can impact written agreements is essential for anyone who writes, reviews or negotiates contracts.
To begin, it is important to note that written agreements are generally considered legally binding and enforceable. Once parties agree to the terms and conditions of a contract, the agreement becomes a legally binding document. However, circumstances can arise where changes to the agreement might be required. In such instances, parties may wonder if they can modify a written agreement orally.
Generally, oral modifications to written agreements are not enforceable unless specific conditions are met. Most written agreements contain a “no oral modifications” clause prohibiting oral modifications. This clause suggests that any changes must be made in writing and signed by all parties involved. Therefore, it is important to carefully review the agreement before attempting to modify it orally.
Additionally, even if the written agreement does not contain a “no oral modification” clause, oral modifications are usually unenforceable unless both parties agree to them. If one party agrees to an oral modification, but the other party does not agree, the oral modification is not binding.
However, if the parties agree to modify the written agreement orally, it is essential to document the change in writing. This can help safeguard the oral modification and provide evidence of the agreement in case of disputes.
Furthermore, it is essential to consider the statute of frauds. The statute of frauds requires certain contracts to be in writing to be enforceable. For example, contracts for the sale of goods over $500, leases for more than one year, and contracts involving real estate must be in writing to be enforceable. Oral modifications to written agreements that fall under the statute of frauds may not be enforceable unless they are in writing.
In conclusion, modifying a written agreement orally is possible but fraught with risks. Parties should carefully review the written agreement before attempting to modify it orally, document the oral modification in writing, and ensure that the modification is not barred by the statute of frauds. It is important to consult with a legal professional before attempting to modify any written agreement.