Wis. Stat. » CHAPTER 402 — UNIFORM COMMERCIAL CODE — SALES
Wisconsin Statutes

Wis. Stat. § 402.209 (2026)

Modification, rescission and waiver

✓ current as of July 2026
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402.209402.209 Modification, rescission and waiver.
402.209(1)(1) An agreement modifying a contract within this chapter needs no consideration to be binding.
402.209(2)(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A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
402.209(3)(3) The requirements of s. 402.201 must be satisfied if the contract as modified is within its provisions.
402.209(4)(4) Although an attempt at modification or rescission does not satisfy the requirements of sub. (2) or (3) it can operate as a waiver.
402.209(5)(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.
402.209 AnnotationNot every contract for the sale of goods over $500, nor every modification thereof, strictly complies with the requirements of the statute of frauds, and it would be unreasonable to declare categorically all such contracts unenforceable. The Uniform Commercial Code and Wisconsin case law recognize exceptions to the statute of frauds, including waiver and performance. An attempt at modification contemplates a completed oral modification of a written contract that prohibits oral modification. The inquiry into whether there has been an attempt at modification sufficient to operate as a waiver of the statute of frauds is closely related to the inquiry to determine whether there was a valid oral modification. Royster-Clark, Inc. v. Olsen’s Mill, Inc., 2006 WI 46, 290 Wis. 2d 264, 714 N.W.2d 530, 03-1534.
402.209 AnnotationA dealership agreement is primarily for the sale of goods, making this section applicable. American Suzuki Motor Corp. v. Bill Kummer, Inc., 65 F.3d 1381 (1995).
Notes of Decisions
Cited in 7 cases (2 in the last 5 years), 1973–2023 · leading case: Royster-Clark, Inc. v. Olsen's Mill, Inc., 2006 WI 46 (Wis. 2006).
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Royster-Clark, Inc. v. Olsen's Mill, Inc., 2006 WI 46 (Wis. 2006). · cites it 88× “, Wis. Stat. § 402.209 (2); see also 810 ILCS 5/2-209(2)(2005).”
Liebzeit v. FVTS Acquisition Co. (In Re Wolverine Fire Apparatus Co.), 465 B.R. 808 (Bankr. E.D. Wis. 2012). · cites it 11× “See Wis. Stat. § 402.209 (2). There are recognized exceptions to the statute of frauds requirement, however, such as waiver by a party’s course of conduct or partial performance of the modified contract.”
Deminsky v. Arlington Plastics Mach., 2001 WI App 287 (Wis. Ct. App. 2001). · cites it 2× “Alternatively, in the event we were to conclude that a binding, oral contract preceded the signing and return of the sales order, Deminsky points to Wis. Stat. § 402.209 (1), which permits "[a]n agreement modifying a contract" to be binding without additional consideration.”
Scheuer v. Cent. States Pension Fund, 358 F. Supp. 1332 (E.D. Wis. 1973). “§ 402.209. The sui generis nature of the pension agreement, referred to by Judge Tamm in Roark v.”
Akrosil Div. of Int'l Paper Co. v. Ritrama Duramark, Inc., 847 F. Supp. 623 (E.D. Wis. 1994). · cites it 2× “§ 2-209(3); Wis.Stat. § 402.209(3); Ruble Forest Products, Inc.”
Oregon Potato Co. v. Kerry Inc. (W.D. Wis. 2021). · cites it 2× “In any event, neither side explains why the amount of time OPC waited was commercially reasonable or unreasonable as a matter of law under § 402.”
Ardisam, Inc. v. Spreetail, LLC (W.D. Wis. 2023). “§§ 402.209(3); 402.209(4). The parties agree that the purchase order and invoices construed a written offer and acceptance (i.”
— Wis. Stat. § 402.209(3) — 3 cases
Royster-Clark, Inc. v. Olsen's Mill, Inc., 2006 WI 46 (Wis. 2006). “, Wis. Stat. § 402.209 (2); see also 810 ILCS 5/2-209(2)(2005).”
Akrosil Div. of Int'l Paper Co. v. Ritrama Duramark, Inc., 847 F. Supp. 623 (E.D. Wis. 1994). “§ 2-209(3); Wis.Stat. § 402.209(3); Ruble Forest Products, Inc.”
Ardisam, Inc. v. Spreetail, LLC (W.D. Wis. 2023). “§§ 402.209(3); 402.209(4). The parties agree that the purchase order and invoices construed a written offer and acceptance (i.”
— Wis. Stat. § 402.209(4) — 2 cases
Royster-Clark, Inc. v. Olsen's Mill, Inc., 2006 WI 46 (Wis. 2006). “, Wis. Stat. § 402.209 (2); see also 810 ILCS 5/2-209(2)(2005).”
Liebzeit v. FVTS Acquisition Co. (In Re Wolverine Fire Apparatus Co.), 465 B.R. 808 (Bankr. E.D. Wis. 2012). “See Wis. Stat. § 402.209 (2). There are recognized exceptions to the statute of frauds requirement, however, such as waiver by a party’s course of conduct or partial performance of the modified contract.”
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