Oral amendments to a written contract - a new restriction

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 [2018], 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: andrew@iylegal.com.

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