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: [email protected].
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From 'The Legal 500' while Andrew Iyer was practising as a solicitor“[Iyer is] an extraordinarily fine lawyer with the full portfolio of skills, from negotiating contracts to claims, disputes and arbitrations - he’s the whole package!”
From 'Chambers Guide to the Legal Profession' while Andrew Iyer was practising as a solicitor“[Iyer] has the experience to instantly recognise the problems being encountered and the professional expertise to always provide sound, concise and, most importantly, clear legal advice”
From the 'International Law Office, Client Choice Guide' while Andew Iyer was practising as a solicitor'Leading Arbitration Specialist UK' 2022
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