Mich. Comp. Laws » Michigan Compiled Laws / Chapter 440 / Act 174 of 1962

Mich. Comp. Laws § 440.2209

Modification; rescission; waiver, retraction.

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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.2209 Modification; rescission; waiver, retraction.

Sec. 2209.

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signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.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

History: 1962, Act 174, Eff. Jan. 1, 1964

Notes of Decisions
Cited in 15 cases (5 in the last 5 years), 1972–2026 · leading case: Woodland Harvesting, Inc. v. Georgia Pacific Corporation
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Woodland Harvesting, Inc. v. Georgia Pacific Corporation (2010) mied · cites it 7× “2102 , and requires that a contract be in writing and signed by the party against whom enforcement is sought if its value exceeds $1000, Mich. Comp. Laws § 440.2201 (1). In addition, the statute of frauds applies to contract modification.”
Kelsey-Hayes Co. v. Galtaco Redlaw Castings Corp. (1990) mied · cites it 2× “§ 440.2209, for determining the enforceability of agreements modifying contracts for the sale of goods.”
West Central Packing Inc. v. a F Murch Co. (1981) michctapp · cites it 2× “MCL 440.2209(2); MSA 19.2209(2). See U S Fibres, Inc v Proctor & Schwartz, Inc, 358 F Supp 449 (ED Mich, 1972), aff'd 509 F2d 1043 (CA 6, 1975).”
Sherman Pegross v. Oakland County Treasurer (2014) ca6 “) He also added state law claims for breach of contract, promissory estoppel, negligent and intentional infliction of emotional distress, and a violation of Mich. Comp. Laws § 440.2209 , a provision of the state’s Uniform Commercial Code.”
Kvaerner U.S., Inc. v. Hakim Plast Co. (1999) mied · cites it 2× “§ 440.2209, M.S.A. § 19.2209. The prevailing test, as is with the entire U.”
KLT Industries, Inc. v. Eaton Corp. (1981) mied “§ 440.2209(4), M.S.A. § 19.2209(4). The law provides that where time for delivery is or becomes indefinite by waiver delivery must be made within a reasonable time, taking into consideration the nature of the goods, extent of the seller’s knowledge of the buyer’s intentions and…”
Flamm v. Scherer (1972) michctapp “Was the evidence of the oral agreement relative to the type of seed admissible? It is the plaintiff’s contention that the contract could not be modified except by a written instrument under the provisions of § 2209 of the Uniform Commercial Code—Sales which appears as MCLA…”
US for Use of US Steel v. Const. Aggregates (1983) mied “§ 440.2209 [2] (UCC 2-209), arguing that a contract modification needs no consideration to be binding.”
Pct Brands LLC v. Digital Gadgets LLC (2019) michctapp · cites it 4× “] Defendant, however, contends that despite this statute of frauds provision, under the UCC the parties’ course of dealing over their 10-year business relationship demonstrates an attempt to modify the parties’ contract, and thus, constitutes a waiver of the 45-day payment term…”
Gentherm, Inc. v. Sargent & Greenleaf, Inc. (2025) mied · cites it 4× “Mich. Comp. Laws § 440.2209 (1). “A party’s ability to modify an agreement is limited only by Article Two’s general obligation of good faith.”
IOSIX, LLC v. EZLOGZ, INC. (2026) mied · cites it 4× “” Mich. Comp. Laws § 440.2209 is specific to sales of goods and states in relevant part that (1) “[a] signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded”; and (2) “[a]lthough an attempt at modification…”
United States v. Construction Aggregates Corp. (1983) mied “§ 440.2209 2 (UCC 2-209), arguing that a contract modification needs no consideration to be binding.”
Show all 15 citing cases →
— Mich. Comp. Laws § 440.2209(2) — 4 cases
West Central Packing Inc. v. a F Murch Co. (1981) michctapp “MCL 440.2209(2); MSA 19.2209(2). See U S Fibres, Inc v Proctor & Schwartz, Inc, 358 F Supp 449 (ED Mich, 1972), aff'd 509 F2d 1043 (CA 6, 1975).”
Bekum America Corp v. Scantibodies Laboratory Inc (2025) michctapp
IOSIX, LLC v. EZLOGZ, INC. (2026) mied “” Mich. Comp. Laws § 440.2209 is specific to sales of goods and states in relevant part that (1) “[a] signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded”; and (2) “[a]lthough an attempt at modification…”
S2 Yachts, Inc. v. ERH Marine Corp. (2021) miwd
— Mich. Comp. Laws § 440.2209(3) — 3 cases
Woodland Harvesting, Inc. v. Georgia Pacific Corporation (2010) mied “2102 , and requires that a contract be in writing and signed by the party against whom enforcement is sought if its value exceeds $1000, Mich. Comp. Laws § 440.2201 (1). In addition, the statute of frauds applies to contract modification.”
West Central Packing Inc. v. a F Murch Co. (1981) michctapp “MCL 440.2209(2); MSA 19.2209(2). See U S Fibres, Inc v Proctor & Schwartz, Inc, 358 F Supp 449 (ED Mich, 1972), aff'd 509 F2d 1043 (CA 6, 1975).”
Pct Brands LLC v. Digital Gadgets LLC (2019) michctapp “] Defendant, however, contends that despite this statute of frauds provision, under the UCC the parties’ course of dealing over their 10-year business relationship demonstrates an attempt to modify the parties’ contract, and thus, constitutes a waiver of the 45-day payment term…”
— Mich. Comp. Laws § 440.2209(4) — 2 cases
KLT Industries, Inc. v. Eaton Corp. (1981) mied “§ 440.2209(4), M.S.A. § 19.2209(4). The law provides that where time for delivery is or becomes indefinite by waiver delivery must be made within a reasonable time, taking into consideration the nature of the goods, extent of the seller’s knowledge of the buyer’s intentions and…”
S2 Yachts, Inc. v. ERH Marine Corp. (2021) miwd
— Mich. Comp. Laws § 440.2209(5) — 1 case
S2 Yachts, Inc. v. ERH Marine Corp. (2021) miwd
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