Oral Modifications of a Written Contract

Parties often enter into written agreements, but over time they modify the terms of those agreements verbally without putting those modifications in writing. In most cases, the parties continue to proceed without an issue. However, when the relationship breaks down, the terms of the contract are going to be important, and the behavior of the parties is going to be the determination as to whether those oral modifications will hold up in a court of law. 

Often parties will put in an integration clause that does now allow for oral modifications of the terms of a contract. While the courts look at integration clauses as persuasive that the terms of the contract abide, Florida law does allow for oral modifications of a contract even when there is an integration clause. See Prof’l Ins. Corp. v. Cahill, 90 So. 2d 916, 918 (Fla. 1956). To prove that oral modification is real, a party must show that it was accepted and acted upon by the parties.  Id. When these issues come up, credibility of the witnesses will be paramount and is something that will likely need to be determined by the trier of fact. See St. Joe Corp. v. McIver, 875 So. 2d 375, 381 (Fla. 2004). Parties need to be careful when they are agreeing verbally to change the terms of a contract and may want to consider putting those changes in writing to avoid litigation.