Mississippi Code
Miss. Code Ann. § 75-2-209 (2024)
Modification, rescission and waiver
✓ Justia copy: laws through about 2024 (2025 and 2026 sessions missing)
- (1) An agreement modifying a contract within this chapter 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A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.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 chapter (Section 2-201) [Section 75-2-201] 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.
Codes, 1942, § 41A:2-209; Laws, 1966, ch. 316, § 2-209, eff. 3/31/1968.
Notes of Decisions
Cited in 5
cases, 1988–2013 · leading case: Crosby-Mississippi Resources, Ltd. v. Florida Gas Transmission Co., 815 F. Supp. 977 (S.D. Miss. 1993).
Crosby-Mississippi Resources, Ltd. v. Florida Gas Transmission Co., 815 F. Supp. 977 (S.D. Miss. 1993). “Subsection (4) of Miss. Code Ann. § 75-2-209 provides, “Although an attempt at modification or rescission does not satisfy the requirements of Subsection (2) or (3), it can operate as a waiver.”
DC Gen. Contractors, Inc. v. Slay Steel, Inc., 109 So. 3d 577 (Miss. Ct. App. 2013). “2002) (addressing contracts, contract sales, and contract termination and providing that upon termination, "all obligations which are still executory on both sides are discharged!)] but any right based on prior breach or performance survives”); Miss.Code Ann. § 75-2-209 (Rev.…”
H & W Indus., INC. v. Formosa Plastics Corp., USA, 687 F. Supp. 271 (N.D. Miss. 1988). “See Miss.Code Ann. § 75-2-201(2) (1972). Formosa argued that their 1983 contract with Formosa limited its modification to an agreement signed by both parties.”
Exxon Corp. v. Crosby-Mississippi Resources, Ltd, 40 F.3d 1474 (5th Cir. 1994). “However, the district court then found that “this is a classic case for waiver under subsection (4) of Miss. Code Ann. § 75-2-209 since there was an attempt at modification or rescission.”
Exxon Corp. v. Crosby-Mississippi Resources, Ltd., No. 93-07525 (5th Cir. Jan. 3, 1995). “According to CMR, the preceding "no waiver" provision precludes a 36 finding of waiver because the provision expressly provides that no waiver is enforceable unless it is in writing. In response to this argument, the district court determined that the use of the word " "waiver'…”
Miss. Code Ann. § 75-2-209(1): 1 case
DC Gen. Contractors, Inc. v. Slay Steel, Inc., 109 So. 3d 577 (Miss. Ct. App. 2013). “2002) (addressing contracts, contract sales, and contract termination and providing that upon termination, "all obligations which are still executory on both sides are discharged!)] but any right based on prior breach or performance survives”); Miss.Code Ann. § 75-2-209 (Rev.…”
Miss. Code Ann. § 75-2-209(2): 1 case
H & W Indus., INC. v. Formosa Plastics Corp., USA, 687 F. Supp. 271 (N.D. Miss. 1988). “See Miss.Code Ann. § 75-2-201(2) (1972). Formosa argued that their 1983 contract with Formosa limited its modification to an agreement signed by both parties.”
Miss. Code Ann. § 75-2-209(3): 1 case
H & W Indus., INC. v. Formosa Plastics Corp., USA, 687 F. Supp. 271 (N.D. Miss. 1988). “See Miss.Code Ann. § 75-2-201(2) (1972). Formosa argued that their 1983 contract with Formosa limited its modification to an agreement signed by both parties.”
Miss. Code Ann. § 75-2-209(4): 3 cases
Crosby-Mississippi Resources, Ltd. v. Florida Gas Transmission Co., 815 F. Supp. 977 (S.D. Miss. 1993). “Subsection (4) of Miss. Code Ann. § 75-2-209 provides, “Although an attempt at modification or rescission does not satisfy the requirements of Subsection (2) or (3), it can operate as a waiver.”
H & W Indus., INC. v. Formosa Plastics Corp., USA, 687 F. Supp. 271 (N.D. Miss. 1988). “See Miss.Code Ann. § 75-2-201(2) (1972). Formosa argued that their 1983 contract with Formosa limited its modification to an agreement signed by both parties.”
Exxon Corp. v. Crosby-Mississippi Resources, Ltd, 40 F.3d 1474 (5th Cir. 1994). “However, the district court then found that “this is a classic case for waiver under subsection (4) of Miss. Code Ann. § 75-2-209 since there was an attempt at modification or rescission.”
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