A party not keen to continue with a contract can claim that subsequent to the signed contract, the parties had entered into an oral contract modifying the contract or even terminating it. Applying the founding principles of contract, that a contract can be formed by any modality of communication, and a contract is modified by another contract, the claim would be unimpeachable. In response to this, a No Oral Modification (NOM) Clause has been introduced as a contract term. The clause sets out a formal procedure, invariably insisting on signing, for the parties to be able to modify a contract. As the businesses have come to communicate through electronic means, questions have arisen on the scope of ‘signing’. The chapter explores the theme of NOM and modification of contracts.

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No Oral Modification Clause

  • Akhileshwar Pathak

摘要

A party not keen to continue with a contract can claim that subsequent to the signed contract, the parties had entered into an oral contract modifying the contract or even terminating it. Applying the founding principles of contract, that a contract can be formed by any modality of communication, and a contract is modified by another contract, the claim would be unimpeachable. In response to this, a No Oral Modification (NOM) Clause has been introduced as a contract term. The clause sets out a formal procedure, invariably insisting on signing, for the parties to be able to modify a contract. As the businesses have come to communicate through electronic means, questions have arisen on the scope of ‘signing’. The chapter explores the theme of NOM and modification of contracts.