Future proofing your contracts – ‘anti-oral variation’ clauses require even more thought

In Rock Advertising Limited v MWB Business Exchange Centres Limited  [2018] UKSC 24, the Supreme Court has handed down a decision which has provided further certainty in the area of no oral variation /modification clauses, albeit in doing so it has overturned the decision of the Court of Appeal referred to previously in our blog of 7 July 2016. The wording considered was “All variations to this Licence must be agreed, set out in writing and signed on behalf of both parties before they take effect”. The question was whether the schedule of payments had been revised orally. The gave rise to the intrinsic issue of whether, by reaching an oral agreement to amend an agreement, you can at the same time be agreeing to dispense with a clause requiring written agreement to any amendment. The majority held that the law should and does give effect to a contractual provision requiring specified formalities to be observed for a variation.  This constrains party…

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