Indiana Code
Ind. Code § 26-1-2-209 (2025)
Modification, rescission, and waiver
✓ 2025 Indiana Code: the 2026 session is not included
Sec. 209. (1) An agreement modifying a contract within IC 26-1-2 needs no consideration to be binding.
(2) A signed agreement which excludes modification or rescission, except by a signed writing or another signed record, cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.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 (IC 26-1-2-201) 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.
Formerly: Acts 1963, c.317, s.2-209. As amended by P.L.152-1986, SEC.128; P.L.199-2023, SEC.9.
Notes of Decisions
Cited in 10
cases, 1983–2019 · leading case: Sam & Mac, Inc. v. Treat, 783 N.E.2d 760 (Ind. Ct. App. 2003).
Sam & Mac, Inc. v. Treat, 783 N.E.2d 760 (Ind. Ct. App. 2003). “§ 26-1-2-208 and I.C. § 26-1-2-209. Therefore, SMI argues that the trial court improperly granted summary judgment in favor of Treat because they held title and, thus, a possessory interest in the cabinets.”
Zemco Mfg., Inc. v. Navistar Int'l Transp. Corp., 186 F.3d 815 (7th Cir. 1999). “” Ind.Code § 26-1-2-209 Ind. cmt. 3. At least one court has held that the writing requirement for modifications applies only to either a change in consideration, or a change in a term that the UCC statute of frauds requires to be in writing.”
Farm Equip. Store, Inc. v. White Farm Equip. Co., 596 N.E.2d 274 (Ind. Ct. App. 1992). “CODE § 26-1-2-209, are cited in support of Farm Equipment's argument.”
Anon, Inc. v. Farmers Prod. Credit Ass'n of Scottsburg, 446 N.E.2d 656 (Ind. Ct. App. 1983). “" Ind.Code 26-1-2-209(4) provides: "Although an attempt at modification or recission does not satisfy the requirements of subsection (2) or (8) [a writing must be modified in writing] it can operate as a waiver.”
Stardust Ventures, LLC v. Gary Roberts & Teresa Roberts, 65 N.E.3d 1122 (Ind. Ct. App. 2016). “” Ind.Code § 26-1-2-209(1). 4 . The Robertses also argue their complaint assumes there is no written agreement between the parties, and since the trial court must take the allegations in their complaint as true, Kapoor v.”
Pepsi-Cola Co. v. Steak 'N Shake, Inc., 981 F. Supp. 1149 (S.D. Ind. 1997). “CODE § 26-1-2-209(2); see 3 L. CUNNINGHAM & A.”
Kenworth of Indianapolis, Inc. v. Seventy-Seven Ltd., Convey All, LLC, Keller Trucking, Inc., K&K Aggregate, Inc., Huber Transp., LLC, Triple H Trucking, LLC, & Custom Hauling, Inc., 112 N.E.3d 1106 (Ind. Ct. App. 2018). “" Ind. Code § 26-1-2-209 (1). Accordingly, we conclude as a matter of law that the warranty period at issue is four years/250,000 miles; the question remains whether the Plaintiffs' cause of action for breach of warranty accrued during that period.”
MDG Int'l, Inc. v. Australian Gold, Inc., 606 F. Supp. 2d 926 (S.D. Ind. 2009). “” Ind.Code § 26-1-2-209(5). Australian Gold notified MDG of its intent to enforce the 2007 Mexico quota in a letter sent to MDG’s counsel in early 2007.”
Mid-Am. Salt LLC v. D.J.'s Lawn Serv. Inc., No. 1:16-cv-00280 (N.D. Ind. June 24, 2019). “Pursuant to Ind. Code §26-1-2-209 (3) (hereafter “UCC §2-209(3)”) and §26-1-2-201 (hereafter, “UCC 2-201(1)”) contracts for the sale of goods over $500, and modifications to such contracts, must be memorialized in a signed writing signed by the party sought to be held to that…”
Infinity Prods., Inc. v. Premier Plastics, LLC, 93 F. App'x 90 (8th Cir. 2004). “unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom *94 enforcement is sought.”
Ind. Code § 26-1-2-209(1): 1 case
Stardust Ventures, LLC v. Gary Roberts & Teresa Roberts, 65 N.E.3d 1122 (Ind. Ct. App. 2016). “” Ind.Code § 26-1-2-209(1). 4 . The Robertses also argue their complaint assumes there is no written agreement between the parties, and since the trial court must take the allegations in their complaint as true, Kapoor v.”
Ind. Code § 26-1-2-209(2): 2 cases
Farm Equip. Store, Inc. v. White Farm Equip. Co., 596 N.E.2d 274 (Ind. Ct. App. 1992). “CODE § 26-1-2-209, are cited in support of Farm Equipment's argument.”
Pepsi-Cola Co. v. Steak 'N Shake, Inc., 981 F. Supp. 1149 (S.D. Ind. 1997). “CODE § 26-1-2-209(2); see 3 L. CUNNINGHAM & A.”
Ind. Code § 26-1-2-209(3): 2 cases
Zemco Mfg., Inc. v. Navistar Int'l Transp. Corp., 186 F.3d 815 (7th Cir. 1999). “” Ind.Code § 26-1-2-209 Ind. cmt. 3. At least one court has held that the writing requirement for modifications applies only to either a change in consideration, or a change in a term that the UCC statute of frauds requires to be in writing.”
Infinity Prods., Inc. v. Premier Plastics, LLC, 93 F. App'x 90 (8th Cir. 2004). “unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom *94 enforcement is sought.”
Ind. Code § 26-1-2-209(4): 3 cases
Anon, Inc. v. Farmers Prod. Credit Ass'n of Scottsburg, 446 N.E.2d 656 (Ind. Ct. App. 1983). “" Ind.Code 26-1-2-209(4) provides: "Although an attempt at modification or recission does not satisfy the requirements of subsection (2) or (8) [a writing must be modified in writing] it can operate as a waiver.”
Farm Equip. Store, Inc. v. White Farm Equip. Co., 596 N.E.2d 274 (Ind. Ct. App. 1992). “CODE § 26-1-2-209, are cited in support of Farm Equipment's argument.”
Pepsi-Cola Co. v. Steak 'N Shake, Inc., 981 F. Supp. 1149 (S.D. Ind. 1997). “CODE § 26-1-2-209(2); see 3 L. CUNNINGHAM & A.”
Ind. Code § 26-1-2-209(5): 1 case
MDG Int'l, Inc. v. Australian Gold, Inc., 606 F. Supp. 2d 926 (S.D. Ind. 2009). “” Ind.Code § 26-1-2-209(5). Australian Gold notified MDG of its intent to enforce the 2007 Mexico quota in a letter sent to MDG’s counsel in early 2007.”
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