§ 15-301 — When written agreement or other instrument cannot be changed by oral executory agreement, or discharged or terminated by oral executory a...

New York § 15-301

• Jurisdiction: New York
• Law GOB: General Obligations
• Title 3: Requirements For Effectiveness or Enforceability of Modification or Discharge
• Art. 15: Modification and Discharge of Obligations

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§ 15-301. When written agreement or other instrument cannot be changed\nby oral executory agreement, or discharged or terminated by oral\nexecutory agreement or oral consent or by oral notice. 1. A written\nagreement or other written instrument which contains a provision to the\neffect that it cannot be changed orally, cannot be changed by an\nexecutory agreement unless such executory agreement is in writing and\nsigned by the party against whom enforcement of the change is sought or\nby his agent.\n 2. A written agreement or other written instrument which contains a\nprovision to the effect that it cannot be terminated orally, cannot be\ndischarged by an executory agreement unless such executory agreement is\nin writing and signed by the party against whom enforcement of the\ndischarge is sought, or by his agent, and cannot be terminated by mutual\nconsent unless such termination is effected by an executed accord and\nsatisfaction other than the substitution of one executory contract for\nanother, or is evidenced by a writing signed by the party against whom\nit is sought to enforce the termination, or by his agent.\n 3. a. A discharge or partial discharge of obligations under a written\nagreement or other written instrument is a change of the agreement or\ninstrument for the purpose of subdivision one of this section and is not\na discharge or termination for the purpose of subdivision two, unless\nall executory obligations under the agreement or instrument are\ndischarged or terminated.\n b. A discharge or termination of all executory obligations under a\nwritten agreement or other written instrument is a discharge or\ntermination for the purpose of subdivision two even though accrued\nobligations remaining unperformed at the date of the discharge or\ntermination are not affected by it.\n c. If a written agreement or other written instrument containing a\nprovision that it cannot be terminated orally also provides for\ntermination or discharge on notice by one or either party, both\nsubdivision two and subdivision four of this section apply whether or\nnot the agreement or other instrument states specifically that the\nnotice must be in writing.\n 4. If a written agreement or other written instrument contains a\nprovision for termination or discharge on written notice by one or\neither party, the requirement that such notice be in writing cannot be\nwaived except by a writing signed by the party against whom enforcement\nof the waiver is sought or by his agent.\n 5. If executed by an agent, any agreement, evidence of termination,\nnotice of termination or waiver, required by this section to be in\nwriting, which affects or relates to real property or an interest\ntherein as defined in section 5-101 in any manner stated in subdivisions\none or two of section 5-703 of this chapter shall be void unless such\nagent was thereunto authorized in writing.\n 6. As used in this section the term "agreement" includes promise and\nundertaking.\n