Also known as: parol modifications · oral modification
Written by attorneys · grounded in primary & secondary sources — see below
An oral agreement altering the terms of a preexisting written contract or lease. The alteration is invalid under the Statute of Frauds when both the original term and the remaining period after the change exceed the statutory writing period.
Prairie Fields Partnership held a written ten-year lease with Maria Lopez for cropland. Four years in, the parties orally agreed to add five years and switch to crop-share rent. When prices fell, Lopez insisted the lease ended on the original date. The oral extension failed because both the original term and the remaining period after modification exceeded one year.
Wisconsin Knife Works and National Metal Crafters had a written supply contract containing a no-oral-modification clause. National later claimed an oral change to delivery terms. The court examined whether the clause survived cancellation and whether any waiver occurred through conduct. The clause limited enforcement of the claimed oral modification.
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ALCOA and Essex Group entered a long-term supply contract. Essex later sought an oral revision to pricing terms after market shifts. ALCOA denied any agreement to modify. The court evaluated the evidence of the alleged conversation and found no enforceable oral modification.
An oral modification of a valid lease is invalid if both the original term and the remaining period after the change exceed the Statute of Frauds period. The rule prevents parties from extending multi-year obligations without a writing.
Supporting sources
A clause forbidding oral modifications can be overcome by waiver or by conduct showing the parties treated the clause as abandoned. Courts examine whether the parties effectively cancelled the restriction through their actions.
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The party asserting the modification must show by a preponderance of the evidence that the parties reached an agreement during the alleged conversation. Credibility of witnesses and surrounding circumstances determine whether the claim succeeds.
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…failed by a preponderance of the evidence to have established the contractual necessity, “meeting of the minds.” Having found no oral modification of the MMA, the Court does not reach the issue of whether any alleged oral modification is made unenforceable by the statute of frauds. COUNT THREE In the third count of its…