CIV § 1698

Oral Modification of Written Contracts: CIV § 1698

Under California CIV § 1698, a written contract may be modified in writing, by an executed oral agreement, or by an oral agreement with new consideration.

Official text CIV § 1698 — California

(a) A contract in writing may be modified by a contract in writing.

(b) A contract in writing may be modified by an oral agreement to the extent that the oral agreement is executed by the parties.

(c) Unless the contract otherwise expressly provides, a contract in writing may be modified by an oral agreement supported by new consideration. The statute of frauds (Section 1624) is required to be satisfied if the contract as modified is within its provisions.

(d) Nothing in this section precludes in an appropriate case the application of rules of law concerning estoppel, oral novation and substitution of a new agreement, rescission of a written contract by an oral agreement, waiver of a provision of a written contract, or oral independent collateral contracts.

Text as published in the 2026 snapshot of the code.

Source: Vaquill Open US Law, compiled from official state publishers (huggingface.co), reproduced under license CC BY 4.0.

Read this provision at the official source →

What it actually says

Section 1698 answers the question that follows every "but we agreed something different later". Subdivision (a) states the easy case: a contract in writing may be modified by a contract in writing. Subdivision (b) adds the important one: a written contract may be modified by an oral agreement to the extent that the oral agreement is executed by the parties. "Executed" means carried out — the modification is effective as far as it has actually been performed, which is why a change both sides have already acted on stands up and a change only talked about does not.

Subdivision (c) supplies the third route. Unless the contract expressly provides otherwise, a written contract may be modified by an oral agreement supported by new consideration; and if the contract as modified falls within the statute of frauds in § 1624, that statute must be satisfied. Two conditions sit in that sentence. New consideration is required — something given for the change, not merely agreement to it. And a clause requiring modifications to be in writing does have effect on this route, since subdivision (c) applies only where the contract does not expressly provide otherwise.

Subdivision (d) then keeps the door open for the doctrines that operate around all of this: nothing in the section precludes, in an appropriate case, estoppel, oral novation and substitution of a new agreement, rescission of a written contract by an oral agreement, waiver of a provision, or oral independent collateral contracts. So a party who has relied on an assurance is not necessarily defeated by the absence of writing or consideration. Which route a particular change ran down, and what was executed, are factual questions worth taking to a lawyer.

When it applies

You agreed a change of scope or price on site and the written contract says otherwise
A landlord verbally agreed to a lower rent for a period and now claims arrears
Both sides worked to a changed deadline for months and one now insists on the original
The contract contains a clause requiring all changes to be in writing
A supplier says the varied terms were never binding because nothing was signed
A change agreed in a phone call and then acted on by both sides

What this section does not say

It does not make every oral variation binding. Subdivision (b) works only to the extent the oral agreement has been executed, and subdivision (c) requires new consideration.
A no-oral-modification clause is not powerless. Subdivision (c) applies unless the contract expressly provides otherwise, so such a clause bites on that route.
It does not override the statute of frauds. Subdivision (c) requires § 1624 to be satisfied where the contract as modified falls within it.
It does not deal with what was said before signing. Prior negotiations are superseded by the writing under § 1625; this section is about later changes.
It is not the last word where someone relied on the change. Subdivision (d) preserves estoppel, waiver, novation and oral collateral contracts for appropriate cases.

Worked examples

Invented situations, written to show how the wording bites. They are not real cases, not judgments and not precedent, and nothing here predicts what would happen in yours.

Illustrative example

A homeowner and a contractor agree on site to add a room to the job at an agreed extra price. Both work to it for months, and at the end the contractor invoices for the extra while the homeowner points to a clause requiring all changes to be in writing.

How the wording applies

Subdivision (b) makes an oral modification effective to the extent it has been executed, and subdivision (d) preserves estoppel and waiver. The fact this hinges on is performance: work actually done and accepted on the changed terms is executed, while a change agreed and never acted on falls back on subdivision (c) and the written-changes clause.

How the parties settled it

The extra work is paid at the agreed rate for what was completed, and the parties sign a short variation order covering anything still outstanding before it starts.

Illustrative example

A landlord agrees by phone to accept reduced rent for six months while a tenant is between jobs, and takes the lower figure each month. At the end of the period the landlord demands the shortfall as arrears.

How the wording applies

Whether the reduction binds turns on what was executed: each month accepted at the reduced figure is performed, and subdivision (d) preserves waiver for those months. The harder question is the future, because a promise to accept less going forward, unexecuted and unsupported by new consideration, is where subdivision (c) bites.

How the parties settled it

The months already paid at the reduced rate are treated as settled in full with nothing to repay, and the original rent resumes from an agreed date confirmed in writing.

How courts have read it

Decisions construing this provision. The question and the summary are ours; the quoted sentence is the court's own words, taken from the published opinion. These are the decisions in our corpus, not every decision there is, and nothing here predicts any other case. Reported 1991 to 2017.

Sutherland v. Barclays Am./Mortg. Corp., 53 Cal. App. 2d 299 (1997)

Court of Appeal

What the court had to decide

Can an oral modification of a written contract be enforced despite the requirement of a writing under Civil Code section 1698?

What it held

An oral modification of a written contract is enforceable under the doctrine of promissory estoppel, even though it would ordinarily be unenforceable under Civil Code section 1698 absent consideration.

In the court's words

Having orally agreed to such a postponement, Barclays cannot rely on the absence of a written agreement in order to declare Sutherland in default for missing those payments.

Source: Caselaw Access Project, CC0 1.0 Universal (public domain dedication).

Related sections

CIV § 1625 Written contract supersedes verbal promises - CIV § 1625 CIV § 1624 1-year rule: contracts must be in writing - CIV §1624 CIV § 1622 Oral contracts unless statute requires writing - CIV §1622

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We copy this text from the official publisher and re-check it against that source on every page load, but we cannot guarantee it is complete, current or free of error, and we accept no liability for any reliance on it. An amendment can take effect before a consolidation catches up. The publisher's own copy is linked below; where the two differ, it is the official one that counts.

This page reproduces the text of CIV § 1698 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in California.

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