Colo. Rev. Stat. » Title 4
Colorado Revised Statutes

Colo. Rev. Stat. § 4-2-209 (2026)

Modification, rescission, and waiver

✓ current as of July 2026
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(1) An agreement modifying a contract within this article needs no consideration to be binding.

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excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(3) The requirements of the statute of frauds section of this article (section 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) of this section, 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.

Source: L. 65: p. 1305, § 1. C.R.S. 1963: § 155-2-209. L. 2023: (2) amended, (SB 23- 090), ch. 136, p. 528, § 11, effective August 7.

Notes of Decisions
Cited in 5 cases, 1977–1990 · leading case: Lease Fin., Inc. v. Burger, 575 P.2d 857 (Colo. Ct. App. 1977).
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Lease Fin., Inc. v. Burger, 575 P.2d 857 (Colo. Ct. App. 1977). · cites it 2× “However, § 4-2-209, C.R.S.1973, provides in pertinent part: "(3) The requirements of the statute of frauds section of this article (section 4-2-201) must be satisfied if the contract as modified is within its provisions.”
United States Ex Rel. Mobile Premix Concrete, Inc. v. Santa Fe Engineers, Inc., 515 F. Supp. 512 (D. Colo. 1981). · cites it 2× “C.R.S. § 4-2-209 requires modification of a written contract to be in writing if the contract as modified falls within the provision of the statute of frauds, at C.”
Cooley v. Big Horn Harvestore Sys., Inc., 767 P.2d 740 (Colo. Ct. App. 1989). · cites it 2× “(Official Comment 7), such a modification must still meet the requirements of § 4-2-209, C.R.S. This section states that the requirements contained in the statute of frauds (§ 4-2-201, C.”
Jelen & Son, Inc. v. Bandimere, 801 P.2d 1182 (Colo. 1990). “Bandimere concedes, however, that he agreed to deliver the chemicals after the telephone call from Jelen requesting that he do so.”
United States ex rel. Trans-Colorado Concrete, Inc. v. Midwest Constr. Co., 653 F. Supp. 903 (D. Colo. 1987). · cites it 2× “(3) Subject to the provisions of section 4-2-209 on modification and waiver, such course of performance shall be relevant to show a waiver or modification of any term inconsistent with such performance.”
Colo. Rev. Stat. § 4-2-209(4): 1 case
Jelen & Son, Inc. v. Bandimere, 801 P.2d 1182 (Colo. 1990). “Bandimere concedes, however, that he agreed to deliver the chemicals after the telephone call from Jelen requesting that he do so.”
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