No Oral Modification Clauses: The Riddle of Party Autonomy

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Abstract

Contract documents have come to have a no oral modification (NOM) clause which prohibits oral modification of a contract. The validity of the term was in doubt, however, as the contracting parties are autonomous and nothing, including their earlier terms, can come in the way of their will. The Rock Advertising Case worked out the riddle and ruled that the NOM clause is binding. NOM clauses, however, exclude written signed modifications. At the same time, an email is construed by courts as a written signed document. Questions arise as to whether these meet the requirements of a NOM clause.

Additional Information

Product Type Technical Note
Reference No. STR0461TEC
Title No Oral Modification Clauses: The Riddle of Party Autonomy
Pages 9
Published on Mar 31, 2021
Authors Pathak, Akhileshwar;
Area Strategy (STR)
Learning Objective No oral modification clauses are binding NOM clauses bring certainty Reading electronic communication and NOM clauses together
Keywords No Oral Modification; Contract Modification; Writing and Signing; Email and Sign
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