District Of Columbia § 28:2-209 - Modification, rescission and waiver.
Full text of District Of Columbia D.C. Code § 28:2-209 — Modification, rescission and waiver., with citation guidance and answers to common questions.
§ 28:2-209. Modification, rescission and waiver.
28:2-209An agreement modifying a contract within this article needs no consideration to be binding.
A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
The requirements of the statute of frauds section of this article (section 28:2-201) must be satisfied if the contract as modified is within its provisions.
Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3), it can operate as a waiver.
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 by any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
Annotations
“Writing”. Section 1-201.
“Term”. Section 1-201.
“Signed”. Section 1-201.
“Notification”. Section 1-201.
“Contract”. Section 1-201.
“Between merchants”. Section 2-104.
“Agreement”. Section 1-201.
Point 4: Sections 2-202 and 2-208.
Point 3: Sections 2-106, 2-201 and 2-202.
Point 2: Sections 1-201, 1-203, 2-615 and 2-616.
Point 1: Section 1-203.
4. Subsection (4) is intended, despite the provisions of subsections (2) and (3), to prevent contractual provisions excluding modification except by a signed writing from limiting in other respects the legal effect of the parties’ actual later conduct. The effect of such conduct as a waiver is further regulated in subsection (5).
Subsection (2) permits the parties in effect to make their own Statute of Frauds as regards any future modification of the contract by giving effect to a clause in a signed agreement which expressly requires any modification to be by signed writing. But note that if a consumer is to be held to such a clause on a form supplied by a merchant it must be separately signed.
The Statute of Frauds provisions of this Article are expressly applied to modifications by subsection (3). Under those provisions the “delivery and acceptance” test is limited to the goods which have been accepted, that is, to the past. “Modification” for the future cannot therefore be conjured up by oral testimony if the price involved is $500.00 or more since such modification must be shown at least by an authenticated memo. And since a memo is limited in its effect to the quantity of goods set forth in it there is safeguard against oral evidence.
3. Subsections (2) and (3) are intended to protect against false allegations of oral modifications. “Modification or rescission“ includes abandonment or other change by mutual consent, contrary to the decision in Green v. Doniger, 300 N.Y. 238, 90 N.E.2d 56 (1949); it does not include unilateral “termination” or “cancellation” as defined in Section 2-106.
The test of “good faith” between merchants or as against merchants includes “observance of reasonable commercial standards of fair dealing in the trade“ ( Section 2-103), and may in some situations require an objectively demonstrable reason for seeking a modification. But such matters as a market shift which makes performance come to involve a loss may provide such a reason even though there is no such unforeseen difficulty as would make out a legal excuse from performance under Sections 2-615 and 2-616.
However, modifications made thereunder must meet the test of good faith imposed by this Act. The effective use of bad faith to escape performance on the original contract terms is barred, and the extortion of a “modification” without legitimate commercial reason is ineffective as a violation of the duty of good faith. Nor can a mere technical consideration support a modification made in bad faith.
2. Subsection (1) provides that an agreement modifying a sales contract needs no consideration to be binding.
1. This section seeks to protect and make effective all necessary and desirable modifications of sales contracts without regard to the technicalities which at present hamper such adjustments.
Subsection (1)—Compare Section 1, Uniform Written Obligations Act; Subsections (2) to (5)—none.
Source: official District Of Columbia text · Last verified 2026-08-27
Frequently Asked Questions About District Of Columbia § 28:2-209
What does D.C. Code § 28:2-209 cover?
Section 28:2-209 ("Modification, rescission and waiver.") is part of the D.C. Code, the codified statutory law of District Of Columbia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite District Of Columbia § 28:2-209?
A common citation format is "D.C. Code § 28:2-209" (District Of Columbia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of District Of Columbia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the District Of Columbia official source linked on this page or consult a licensed District Of Columbia attorney.
How does District Of Columbia § 28:2-209 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in District Of Columbia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in District Of Columbia.