(1) An agreement modifying a contract within this article needs no consideration to be binding.
(2) A signed agreement that excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by the merchant must be separately signed by the other party.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 (KRS 355.2-201) 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. Effective: January 1, 2025 History: Amended 2024 Ky. Acts ch. 10, sec. 11, effective January 1, 2025. -- Created 1958 Ky. Acts ch. 77, sec. 2-209, effective July 1, 1960.
Notes of Decisions
Kentucky Utils. Co. v. South East Coal Co., 836 S.W.2d 392 (Ky. 1992).
· cites it 8× “2-208 which, over the initial six years of the agreement, has risen to the legal status of a waiver under KRS 355.2-209(4). . . . The court will not now alter the meaning of the contract as established by the course of performance by the parties during that period of time.”
Wehr Constructors, Inc. v. Steel Fabricators, Inc., 769 S.W.2d 51 (Ky. Ct. App. 1988).
“2-209, which provides in pertinent part that “[a] signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescind-ed_” We cannot discern how the provisions of the code apply to this case. The Uniform Commercial Code…”
— Ky. Rev. Stat. § 355.2-209(2) — 1 case
— Ky. Rev. Stat. § 355.2-209(4) — 1 case
Kentucky Utils. Co. v. South East Coal Co., 836 S.W.2d 392 (Ky. 1992).
“2-208 which, over the initial six years of the agreement, has risen to the legal status of a waiver under KRS 355.2-209(4). . . . The court will not now alter the meaning of the contract as established by the course of performance by the parties during that period of time.”
— Ky. Rev. Stat. § 355.2-209(5) — 1 case
Kentucky Utils. Co. v. South East Coal Co., 836 S.W.2d 392 (Ky. 1992).
“2-208 which, over the initial six years of the agreement, has risen to the legal status of a waiver under KRS 355.2-209(4). . . . The court will not now alter the meaning of the contract as established by the course of performance by the parties during that period of time.”
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