Contracts & ExecutionQuestion 869 of 1632

A 'no oral modification' clause states that the contract may be changed only by a signed writing. Its practical purpose is to:

a.Waive every express and implied warranty the contract would otherwise carry
b.Raise the contract price automatically whenever the owner adds any scope
c.Make the contract impossible to modify, whatever the parties later do
d.Push changes into a signed writing so disputes have a record

Explanation

The clause exists to force changes into writing so that a later dispute is settled by a document rather than by two memories — the same discipline B&P §7159(d) makes mandatory on home improvement work, where an unsigned change order is unenforceable against the buyer. (c) overstates it: Civil Code §1698(b) allows an oral agreement to modify a written contract to the extent the oral agreement is executed by the parties, and waiver or a course of conduct can defeat the clause, so 'impossible to modify' is wrong even on a commercial job. (b) confuses a documentation rule with a pricing mechanism; the price moves only if the change order says so. (a) confuses it with a warranty disclaimer, a wholly separate clause.

Law Reference: Civil Code §1698; Bus. & Prof. Code §7159(d)

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