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Amendment of Contract

May 17th, 2018 by James Goudie KC

In Rock Advertising Ltd v MWB Business Exchange Centres Ltd (2018) UKSC 24 the Supreme Court gave effect to a contractual term precluding amendment of an agreement other than in writing, a “No Oral Modification” or “NOM” clause.  Lord Sumption said (para 10) that a law should and does give effect to a contractual provision requiring specified formalities to be observed for a variation.  Party autonomy operates up to the point when the contract is made, but thereafter only to the extent that the contract allows (para 11).  The law of contract does not normally obstruct the legitimate intentions of businessmen, except for overriding reasons of public policy: yet there is no mischief in NOM clauses, nor do they frustrate or contravene any policy of the law (para 12).

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