Ark. Code Ann. » Title 4 Chapter 02
Arkansas Code Annotated

Ark. Code Ann. § 4-2-209 (2026)

Modification, rescission, and waiver

✓ current as of May 2026
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  1. An agreement modifying a contract within this chapter needs no consideration to be binding.
  2. A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
  3. The requirements of the statute of frauds section of this chapter (§ 4-2-201) must be satisfied if the contract as modified is within its provisions.
  4. Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.
  5. 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.

History. Acts 1961, No. 185, § 2-209; A.S.A. 1947, § 85-2-209.

Case Notes

Waiver Not Retracted.

Judgment was properly entered for a supplier in an action to recover for goods sold where (1) historically, the supplier phoned the manufacturer regarding the availability of materials desired by the manufacturer, (2) the manufacturer paid for materials supplied pursuant to purchase orders sent to the supplier, despite the supplier's failure to comply with the orders' term requiring written confirmation, and (3) there was no evidence that the manufacturer ever retracted its waiver of the written confirmation term on the purchase order pursuant to subdivision (5) of this section. Bio-Tech Pharmacal, Inc. v. Int'l Bus. Connections, LLC, 86 Ark. App. 220, 184 S.W.3d 447 (2004).

Cited: Barnwell & Hays, Inc. v. Sloan, 564 F.2d 254 (8th Cir. 1977).

Notes of Decisions
Cited in 4 cases, 2003–2010 · leading case: Bio-Tech Pharmacal, Inc. v. Int'l Bus. Connections, LLC, 184 S.W.3d 447 (Ark. Ct. App. 2004).
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Bio-Tech Pharmacal, Inc. v. Int'l Bus. Connections, LLC, 184 S.W.3d 447 (Ark. Ct. App. 2004). · cites it 2× “Finally, as the trial court found, there is no evidence that appellant ever retracted its waiver pursuant to Ark. Code Ann. § 4-2-209 (5) (Repl. 2001), which reads: A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable…”
Gen. Trading Int'l, Inc., Appellee/cross-Appellant v. Wal-Mart Stores, Inc., Appellant/cross-Appellee, 320 F.3d 831 (8th Cir. 2003). “Ark.Code Ann. § 4-2-209(3) (Michie 2001) ("The requirements of the statute of frauds section of this chapter (§ 4-2-201) must be satisfied if the contract as modified is within its provisions.”
Minor v. Chase Auto Fin. Corp., 372 S.W.3d 762 (Ark. 2010). · cites it 2× “We acknowledge that there is a difference of opinion among the courts in other jurisdictions over the effect of nonwaiver and no-unwritten-modification clauses.”
Gen. Trading v. Wal-Mart Stores (8th Cir. 2003). “Ark. Code Ann. § 4-2-209 (3) (Michie 2001) ("The requirements of the statute of frauds section of this chapter (§ 4-2-201) must be satisfied if the contract as modified is within its provisions.”
— Ark. Code Ann. § 4-2-209(2) — 1 case
Minor v. Chase Auto Fin. Corp., 372 S.W.3d 762 (Ark. 2010). “We acknowledge that there is a difference of opinion among the courts in other jurisdictions over the effect of nonwaiver and no-unwritten-modification clauses.”
— Ark. Code Ann. § 4-2-209(3) — 1 case
Gen. Trading Int'l, Inc., Appellee/cross-Appellant v. Wal-Mart Stores, Inc., Appellant/cross-Appellee, 320 F.3d 831 (8th Cir. 2003). “Ark.Code Ann. § 4-2-209(3) (Michie 2001) ("The requirements of the statute of frauds section of this chapter (§ 4-2-201) must be satisfied if the contract as modified is within its provisions.”
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