§ 11-2-209. Modification, Rescission, and Waiver

1. An agreement modifying a contract within this article needs no consideration to be binding.
2. A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
3. The requirements of the statute of frauds section of this article (Code Section 11-2-201) must be satisfied if the contract as modified is within its provisions.
4. Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) of this Code section it can operate as a waiver.
5. A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.

History. Code 1933, § 109A-2-209, enacted by Ga. L. 1962, p. 156, § 1.

Cross references.

Effect of mutual departure from contract terms, § 13-4-4 .

Law reviews.

For article discussing exclusion or modification of warranties under the U.C.C., see 1 Ga. St. B.J. 191 (1964).

For note, “The Scope and Meaning of Waiver in Section 2-209 of the Uniform Commercial Code,” see 5 Ga. L. Rev. 783 (1971).

For article, “Impracticability As Risk Allocation: The Effect of Changed Circumstances upon Contract Obligations for the Sale of Goods,” see 22 Ga. L. Rev. 503 (1988).