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excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.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 554.2201) 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. [C24, 27, 31, 35, 39, §9990; C46, 50, 54, 58, 62, §554.62; C66, 71, 73, 75, 77, 79, 81, §554.2209] 2024 Acts, ch 1023, §21 Referred to in §554.1303 \n
Notes of Decisions
Nora Springs Coop. Co. v. Brandau, 247 N.W.2d 744 (Iowa 1976).
· cites it 4× “As plaintiff correctly contends, section 554.2209(5) establishes the applicable law on this issue.”
Iowa Elec. Light & Power Co. v. Atlas Corp., 467 F. Supp. 129 (N.D. Iowa 1978).
· cites it 4× “Equitable Adjustment — IC § 554.2209 9 As noted above in the discussion of § 2-716, equity may require some adjust *136 ment of price.”
Middletown Concrete Prods., Inc. v. Black Clawson Co., 802 F. Supp. 1135 (D. Del. 1992).
· cites it 4× “Iowa Code Ann. § 554.2209 (West 1991). 13 “The drafters of the UCC, through this section, changed the common law by (1) making modifications enforceable even if there was no consideration given and, pertinently for this action, (2) deeming enforceable written agreements that…”
First State Bank v. Shirley Ag Serv., Inc., 417 N.W.2d 448 (Iowa 1987).
· cites it 2× “2d 193, 195 (Iowa 1975); Iowa Code § 554.2209 (5) (1983). In fact, we have held that notice of contractual forfeiture is itself a notice of withdrawal of a previous waiver of a contractual right.”
OKI Distrib., Inc. v. Amana Refrigeration, Inc., 850 F. Supp. 637 (S.D. Ohio 1994).
“Thus, where, as here, a contractual clause prohibits any modification which is not embodied in a signed writing, the parties are barred under Iowa law from modifying the contract either orally, or through course of dealing or course of conduct. It is thus apparent that under the…”
— Iowa Code § 554.2209(5) — 1 case
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