N.Y. Uniform Commercial Code Law Section 2-209
Modification, Rescission and Waiver

Section 2--209. Modification, Rescission and Waiver.

(1)

An agreement modifying a contract within this Article 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A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party. * NB Effective until June 3, 2026 * (2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party. * NB Effective June 3, 2026 (3) The requirements of the statute of frauds section of this Article (Section 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.

Source: Section 2-209 — Modification, Rescission and Waiver, https://www.­nysenate.­gov/legislation/laws/UCC/2-209 (updated Dec. 12, 2025; accessed Feb. 21, 2026).

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Verified:
Feb. 21, 2026

Last modified:
Dec. 12, 2025

§ 2-209. Modification, Rescission & Waiver's source at nysenate​.gov

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