New Jersey Statutes
N.J. Stat. § 12A:2-209 (2026)
Modification, rescission and waiver
✓ current as of May 2026
(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A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.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 (12A: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.
Notes of Decisions
Cited in 8
cases (2 in the last 5 years), 1971–2026 · leading case: Green Constr. Co. v. First Indem. of Am. Ins., 735 F. Supp. 1254 (D.N.J. 1990).
Green Constr. Co. v. First Indem. of Am. Ins., 735 F. Supp. 1254 (D.N.J. 1990). “N.J.Stat.Ann. § 12A:2-209, the New Jersey UCC section on modification, rescission and waiver, provides: (1) An agreement modifying a contract within this Chapter needs no consideration to be binding.”
Frolow v. Wilson Sporting Goods Co., 710 F.3d 1303 (Fed. Cir. 2013). “”); see also N.J. Stat. Ann. §12A:2-208(3) (“course of perfor- mance shall be relevant to show a waiver or modification of any term inconsistent with such course of perfor- mance.”
Italverde Trading, Inc. v. Four Bills of Lading Numbered LRNNN 120950, LRNNN 122950, LRNNN 123580, & MSLNV 254064, 485 F. Supp. 2d 187 (E.D.N.Y 2007). “) As discussed above, the purchase orders and associated course of performance between Italverde and Delverde are not capable, as a matter of law, of modifying the Purchase Agreement because they are not writings executed by both parties.”
McGrath v. Poppleton, 550 F. Supp. 2d 564 (D.N.J. 2008). “N.J.S.A. 12A:2-209(2) (Uniform Commercial Code)("A signed agreement which excludes modification or rescission except by a signed writing cannot otherwise be modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be…”
Cong. Factors v. Malden Mills Inc., 332 F. Supp. 1384 (D.N.J. 1971). “N.J.S.A. 12A:2-209(2), as a part of the Uniform Commercial Code, while applicable only to “goods,” shows a policy in New Jersey of enforcing written termination requirements.”
United Capital Funding Grp., LLC v. Wonder Grp., Inc. (D.N.J. 2022). “Plaintiff further alleges that N.J. Stat. Ann. § 12A:2-209 precludes Remarkable Foods’ ability to withdraw or retract its waiver.”
Takea Williamson v. Katherine Walker (N.J. Super. Ct. App. Div. 2026). “Alternatively, even if the trial court found the "right to return" term was simultaneously created with or subsequent to performance of the contract, a modification of the contract made by the parties to include this term would still be valid and enforceable.”
Cassidy Podell Lynch, Inc. v. SnyderGeneral Corp., 944 F.2d 1131 (1991). “See N.J.Stat.Ann. § 12A:2-209(4) (West 1962); see id.”
N.J. Stat. § 12A:2-209(1): 1 case
Takea Williamson v. Katherine Walker (N.J. Super. Ct. App. Div. 2026). “Alternatively, even if the trial court found the "right to return" term was simultaneously created with or subsequent to performance of the contract, a modification of the contract made by the parties to include this term would still be valid and enforceable.”
N.J. Stat. § 12A:2-209(2): 3 cases
Italverde Trading, Inc. v. Four Bills of Lading Numbered LRNNN 120950, LRNNN 122950, LRNNN 123580, & MSLNV 254064, 485 F. Supp. 2d 187 (E.D.N.Y 2007). “) As discussed above, the purchase orders and associated course of performance between Italverde and Delverde are not capable, as a matter of law, of modifying the Purchase Agreement because they are not writings executed by both parties.”
McGrath v. Poppleton, 550 F. Supp. 2d 564 (D.N.J. 2008). “N.J.S.A. 12A:2-209(2) (Uniform Commercial Code)("A signed agreement which excludes modification or rescission except by a signed writing cannot otherwise be modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be…”
Cong. Factors v. Malden Mills Inc., 332 F. Supp. 1384 (D.N.J. 1971). “N.J.S.A. 12A:2-209(2), as a part of the Uniform Commercial Code, while applicable only to “goods,” shows a policy in New Jersey of enforcing written termination requirements.”
N.J. Stat. § 12A:2-209(3): 1 case
Green Constr. Co. v. First Indem. of Am. Ins., 735 F. Supp. 1254 (D.N.J. 1990). “N.J.Stat.Ann. § 12A:2-209, the New Jersey UCC section on modification, rescission and waiver, provides: (1) An agreement modifying a contract within this Chapter needs no consideration to be binding.”
N.J. Stat. § 12A:2-209(4): 3 cases
Green Constr. Co. v. First Indem. of Am. Ins., 735 F. Supp. 1254 (D.N.J. 1990). “N.J.Stat.Ann. § 12A:2-209, the New Jersey UCC section on modification, rescission and waiver, provides: (1) An agreement modifying a contract within this Chapter needs no consideration to be binding.”
Italverde Trading, Inc. v. Four Bills of Lading Numbered LRNNN 120950, LRNNN 122950, LRNNN 123580, & MSLNV 254064, 485 F. Supp. 2d 187 (E.D.N.Y 2007). “) As discussed above, the purchase orders and associated course of performance between Italverde and Delverde are not capable, as a matter of law, of modifying the Purchase Agreement because they are not writings executed by both parties.”
Cassidy Podell Lynch, Inc. v. SnyderGeneral Corp., 944 F.2d 1131 (1991). “See N.J.Stat.Ann. § 12A:2-209(4) (West 1962); see id.”
N.J. Stat. § 12A:2-209(5): 1 case
Frolow v. Wilson Sporting Goods Co., 710 F.3d 1303 (Fed. Cir. 2013). “”); see also N.J. Stat. Ann. §12A:2-208(3) (“course of perfor- mance shall be relevant to show a waiver or modification of any term inconsistent with such course of perfor- mance.”
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