Under English law is has always been possible for parties to a written contract to vary any term of that contract by subsequent oral agreement, provided, of course, that the subsequent oral agreement can be sufficiently proved. This freedom to orally amend a written contract extended to any provision of the written contract, including a provision which was expressly stated to be capable of amendment in writing only – the logic being that the parties could also remove that 'in writing only' restriction by oral agreement, if they wanted to do so.
In the recent case of Rock Advertising v MWB Business Exchange Centres , this point of law was considered by the Supreme Court, which decided that if a clause in a written contract is stated to be capable of amendment only in writing, an oral amendment agreed by the parties was of no effect.
This is a noteworthy decision by the Supreme Court because written contracts often contain clauses preventing amendments other than in writing. Parties will no longer be able to short-cut such restrictions by subsequent oral agreement. The decision is helpful in that it creates certainty that a ‘non oral amendment’ clause in a contract ‘means what it says on the tin’!
If you would like more information on this legal development, please contact Andrew Iyer on: +44 207 1007714, or by email to: [email protected].