Pennsylvania § 2209 Modification, rescission and waiver

Pennsylvania Statutes

§ 2209 — Modification, rescission and waiver

Pennsylvania § 2209

Title 13COMMERCIAL CODE

Ch. 22FORM, FORMATION AND READJUSTMENT

This text of Pennsylvania § 2209 (Modification, rescission and waiver) is published on Counsel Stack Legal Research, covering Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

13 Pa. Cons. Stat. § 2209 (2026).

Text

(a)Consideration unnecessary for modification.--An agreement modifying a contract within this division needs no consideration to be binding.

(b)Writing excluding modification or rescission.--A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(c)Compliance of modified contract with statute of frauds.--The requirements of section 2201 (relating to formal requirements; statute of frauds) must be satisfied if the contract as modified is within its provisions.

(d)Ineffective modification or rescission as waiver.--Although an attempt at modification or resci

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(a) Consideration unnecessary for modification.--An agreement modifying a contract within this division needs no consideration to be binding.

(b) Writing excluding modification or rescission.--A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(c) Compliance of modified contract with statute of frauds.--The requirements of section 2201 (relating to formal requirements; statute of frauds) must be satisfied if the contract as modified is within its provisions.

(d) Ineffective modification or rescission as waiver.--Although an attempt at modification or rescission does not satisfy the requirements of subsection (b) or (c) it can operate as a waiver.

(e) Retraction of waiver.--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.

Legislative History

(July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment.Act 41 amended subsec. (b). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations. Cross References.Section 2209 is referred to in section 1303 of this title.