Ind. Code § 26-1-2-209

Modification, rescission, and waiver

Known as the Uniform Commercial Code

The act spans §§ 26-1-1-0.2 to 26-1-9.1-902 (630 sections).

Applied in 6 court decisions — leading case Pepsi-Cola Co. v. Steak 'N Shake, Inc. (1997)

Most recently applied in Kenworth of Indianapolis, Inc. v. Seventy-Seven Limited, Convey All, LLC, Keller Trucking, Inc., K&K Aggregate, Inc., Huber Transport, LLC, Triple H Trucking, LLC, and Custom Hauling, Inc. (September 2018)

Formerly: Acts 1963, c.317, s.2-209

How often courts cite this section

citing decisions per year

Court decisions citing this, by year. The dip in the last several years is a data-coverage gap, not a real trend — our corpus holds fewer opinions from the most recent years, so recent citations are undercounted.

Sec. 209. (1) An agreement modifying a contract within IC 26-1-2 needs no consideration to be binding.

(2) A signed agreement which excludes modification or rescission, except by a signed writing or another signed record, cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(3) The requirements of the statute of frauds section (IC 26-1-2-201) 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.

Official source: Indiana General Assembly. Reproduced from public-domain Indiana statutes; confirm against the official source for the current text. Not legal advice.