Tennessee Code Annotated
Tenn. Code Ann. § 47-2-209 (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A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.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 (§ 47-2-201) 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.
Acts 1963, ch. 81, § 1 (2-209).
Notes of Decisions
Cited in 13
cases, 1974–2019 · leading case: GuestHouse Int'l, LLC v. Shoney's North Am. Corp., 330 S.W.3d 166 (Tenn. Ct. App. 2010).
GuestHouse Int'l, LLC v. Shoney's North Am. Corp., 330 S.W.3d 166 (Tenn. Ct. App. 2010). “See Tenn. Code Ann. § 47-2-209 (1) (2001) (providing that, under the U.”
Knoxville Rod & Bearing, Inc. v. Bettis Corp. of Knoxville, 672 S.W.2d 203 (Tenn. Ct. App. 1983). “However, the cases establishing this rule are not in the face of an express statutory prohibition as we have in Tenn. Code Ann. § 47-2-209 (2) (1979). This is clearly recognized by the legal writers as an exception to the general rule for the oral modification of a written…”
Waldschmidt v. Chrysler Credit Corp. (In Re Messenger), 166 B.R. 631 (Bankr. M.D. Tenn. 1994). “” Tenn.Code Ann. § 47-2-209. This retail installment contract contains such a clause.”
Upperline Equip. Co. v. J & M, Inc., 724 F. Supp. 2d 883 (E.D. Tenn. 2009). “The Statute of Frauds addresses modification, rescission, and waiver of contracts that fall within the Statute of Frauds and states that “[t]he requirements of the statute of frauds section of this chapter (§ 47-2-201) must be satisfied if the contract as modified is within its…”
Stovall of Chattanooga, Inc. v. Cunningham, 890 S.W.2d 442 (Tenn. Ct. App. 1994). “The parties concede that T.C.A. § 47-2-209 (1992) is applicable to this case.”
Walker v. Assocs. Com. Corp., 673 S.W.2d 517 (Tenn. Ct. App. 1983). “Tenn.Code Ann. § 47-2-209 (1979), provides in part: (1) An agreement modifying a contract within this chapter needs no consideration to be binding.”
Ralston Purina Co. v. McNabb, 381 F. Supp. 181 (W.D. Tenn. 1974). “T.C.A. § 47-2-209 Comment 1 (1964). Underlying the code policy favoring preservation of contracts and the allowance of modifications is the strict requirement that all actions of parties must be in good faith, thus in order to have a valid contract modification, especially when…”
Gold Kist, Inc. v. Pillow, 582 S.W.2d 77 (Tenn. Ct. App. 1979). “* * * * * “(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.”
Paskell v. Nobility Homes, Inc., 871 S.W.2d 481 (Tenn. 1994). “See T.C.A. § 47-2-209(1). Unquestionably, T.C.”
W. Silver Recycling, Inc. v. Protrade Steel Co., LTD. (M.D. Tenn. 2019). “12; Tenn. Code Ann. § 47-2-209 ; see also Kehoe Component Sales Inc.”
Duffy Tool & Stamping, Inc. v. Bosch Auto. Motor Sys., formerly known as BG Auto. Motors, Inc. (Tenn. Ct. App. 2000). “See Tenn. Code Ann. § 47-2-209 (1996). Modifications of contracts governed b y the Uniform Commercial Code are subject to the general obligation of good faith, which the Code defines as “honesty in fact and th e observa nce of reas onable co mme rcial standard s of fair dealing…”
Super Grip Corp. v. B & D Super Grip, Inc., - Concurring (Tenn. Ct. App. 1997). “Additionally, the Trial Judge concluded that “an attempted retraction after five years to obtain monies already paid for west coast shipping would be unjust,” and 3 defendant by reason of T.C.A. §47-2-209(5) “would be estopped by its waiver of paragraph 161 from resorting to…”
— Tenn. Code Ann. § 47-2-209(1) — 1 case
Paskell v. Nobility Homes, Inc., 871 S.W.2d 481 (Tenn. 1994). “See T.C.A. § 47-2-209(1). Unquestionably, T.C.”
— Tenn. Code Ann. § 47-2-209(2) — 3 cases
Knoxville Rod & Bearing, Inc. v. Bettis Corp. of Knoxville, 672 S.W.2d 203 (Tenn. Ct. App. 1983). “However, the cases establishing this rule are not in the face of an express statutory prohibition as we have in Tenn. Code Ann. § 47-2-209 (2) (1979). This is clearly recognized by the legal writers as an exception to the general rule for the oral modification of a written…”
Walker v. Assocs. Com. Corp., 673 S.W.2d 517 (Tenn. Ct. App. 1983). “Tenn.Code Ann. § 47-2-209 (1979), provides in part: (1) An agreement modifying a contract within this chapter needs no consideration to be binding.”
Gold Kist, Inc. v. Pillow, 582 S.W.2d 77 (Tenn. Ct. App. 1979). “* * * * * “(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.”
— Tenn. Code Ann. § 47-2-209(3) — 2 cases
Upperline Equip. Co. v. J & M, Inc., 724 F. Supp. 2d 883 (E.D. Tenn. 2009). “The Statute of Frauds addresses modification, rescission, and waiver of contracts that fall within the Statute of Frauds and states that “[t]he requirements of the statute of frauds section of this chapter (§ 47-2-201) must be satisfied if the contract as modified is within its…”
Waldschmidt v. Chrysler Credit Corp. (In Re Messenger), 166 B.R. 631 (Bankr. M.D. Tenn. 1994). “” Tenn.Code Ann. § 47-2-209. This retail installment contract contains such a clause.”
— Tenn. Code Ann. § 47-2-209(5) — 1 case
Super Grip Corp. v. B & D Super Grip, Inc., - Concurring (Tenn. Ct. App. 1997). “Additionally, the Trial Judge concluded that “an attempted retraction after five years to obtain monies already paid for west coast shipping would be unjust,” and 3 defendant by reason of T.C.A. §47-2-209(5) “would be estopped by its waiver of paragraph 161 from resorting to…”
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