N.Y. General Obligations Law § 15-301

Written change requires signed writing: N.Y. GOL § 15-301

N.Y. General Obligations Law § 15-301 requires a signed writing to change or end a written contract that contains a no-oral-modification clause.

Official text N.Y. General Obligations Law § 15-301 — New York

§ 15-301. When written agreement or other instrument cannot be changed by oral executory agreement, or discharged or terminated by oral executory agreement or oral consent or by oral notice. 1. A written agreement or other written instrument which contains a provision to the effect that it cannot be changed orally, cannot be changed by an executory agreement unless such executory agreement is in writing and signed by the party against whom enforcement of the change is sought or by his agent.

  • 2. A written agreement or other written instrument which contains a provision to the effect that it cannot be terminated orally, cannot be discharged by an executory agreement unless such executory agreement is in writing and signed by the party against whom enforcement of the discharge is sought, or by his agent, and cannot be terminated by mutual consent unless such termination is effected by an executed accord and satisfaction other than the substitution of one executory contract for another, or is evidenced by a writing signed by the party against whom it is sought to enforce the termination, or by his agent.
  • 3. a. A discharge or partial discharge of obligations under a written agreement or other written instrument is a change of the agreement or instrument for the purpose of subdivision one of this section and is not a discharge or termination for the purpose of subdivision two, unless all executory obligations under the agreement or instrument are discharged or terminated.

b. A discharge or termination of all executory obligations under a written agreement or other written instrument is a discharge or termination for the purpose of subdivision two even though accrued obligations remaining unperformed at the date of the discharge or termination are not affected by it.

c. If a written agreement or other written instrument containing a provision that it cannot be terminated orally also provides for termination or discharge on notice by one or either party, both subdivision two and subdivision four of this section apply whether or not the agreement or other instrument states specifically that the notice must be in writing.

  • 4. If a written agreement or other written instrument contains a provision for termination or discharge on written notice by one or either party, the requirement that such notice be in writing cannot be waived except by a writing signed by the party against whom enforcement of the waiver is sought or by his agent.
  • 5. If executed by an agent, any agreement, evidence of termination, notice of termination or waiver, required by this section to be in writing, which affects or relates to real property or an interest therein as defined in section 5-101 in any manner stated in subdivisions one or two of section 5-703 of this chapter shall be void unless such agent was thereunto authorized in writing.
  • 6. As used in this section the term "agreement" includes promise and undertaking.

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

New York is unusual in giving no-oral-modification clauses real teeth, and this is the section that does it. Subdivision 1: a written agreement or instrument containing a provision that it cannot be changed orally cannot be changed by an executory agreement unless that agreement is in writing and signed by the party against whom the change is sought, or by their agent. Subdivision 2 does the same for termination: where the writing says it cannot be terminated orally, it cannot be discharged by an executory agreement unless that is in writing and signed, and cannot be terminated by mutual consent unless by an executed accord and satisfaction (not the substitution of one executory contract for another) or by a signed writing.

The key word in both is "executory" - not yet performed. The section speaks to agreements to change or end a contract that have not been carried out. Where the parties have actually performed the modification, or where one side has relied on it, New York's case law recognizes doctrines that can defeat the clause; the statute itself addresses the promise, not the performance.

Subdivision 3 classifies partial discharges as changes governed by subdivision 1, and full discharges of all executory obligations as terminations governed by subdivision 2, even where accrued obligations remain. Subdivision 4 protects notice provisions: where the writing requires written notice of termination, the requirement cannot be waived except by a signed writing. Subdivision 5 adds a real property overlay - where an agent signs anything this section requires to be in writing that relates to real property in the manner described in § 5-703, the agent's authority must itself be in writing.

When it applies

  • A supplier says the delivery schedule was changed by phone and the buyer points to the no-oral-modification clause.
  • A landlord and tenant agree verbally to reduce rent and one side later denies it.
  • A contractor says the scope was varied on site and the written contract forbids oral change.
  • One party claims the contract was cancelled by mutual agreement in a meeting.
  • A written notice of termination was never given because the parties agreed orally to skip it.

What this section does not say

  • It does not apply to a contract with no such clause. Without a provision that it cannot be changed or terminated orally, the section is not engaged.
  • It addresses executory agreements. A modification that has actually been performed is a different question, and New York case law treats it differently.
  • It does not require the writing to be signed by both parties - only by the party against whom the change or discharge is sought.
  • It does not make oral evidence inadmissible generally; it governs the effect of an oral agreement to change or end the contract.
  • It is not the statute of frauds. Whether the original contract needed to be in writing is §§ 5-701 and 5-703.

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 supplier and a buyer agree on a call to push a delivery back by a month and shave the price for the delay. Nothing is put in writing, and when the invoice arrives at the original price each accuses the other of going back on what was said.

How the wording applies

Where the written contract provides that it cannot be changed orally, an executory agreement to change it is ineffective unless it is in writing and signed by the party against whom the change is sought. The word carrying it is "executory": the section addresses the promise to vary, not a variation that has already been performed, so the fact that decides this is whether anything was actually done on the new terms.

How the parties settled it

They put the new date and the new price in a short signed note, and add a standing rule between them that anything decided on a call is confirmed by email the same day or is not agreed at all.

Illustrative example

A landlord tells a tenant during a difficult year to pay a reduced rent for six months. The tenant pays the lower figure every month and the landlord banks each payment. At the end of the year the landlord bills for the accumulated difference.

How the wording applies

The lease's no-oral-modification clause is what engages the section, but the section speaks to executory agreements - ones not yet carried out. Here six months of reduced payments were made and accepted, so what matters is the performance rather than the conversation, and performed or relied-on modifications are dealt with by doctrines outside this text.

How the parties settled it

They agree the six months are closed and that rent returns to the lease figure from the next payment, and both sign a one-page record of it so the point cannot be reopened.

Illustrative example

Two businesses agree in a meeting to walk away from a services contract that suits neither of them. Nobody sends the written notice of termination the contract requires, and months later one of them invoices for the remainder of the term.

How the wording applies

Subdivision 2 deals with ending a contract: where the writing says it cannot be terminated orally, mutual consent will not do unless there is an executed accord and satisfaction or a signed writing. Subdivision 4 goes further and provides that a contractual requirement of written notice of termination cannot be waived except by a signed writing. It turns on whether anything was signed, not on what everyone in the room understood.

How the parties settled it

They sign a termination letter dated to the meeting, agree a single closing figure for work actually done, and each confirm in it that no further invoices will follow.

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 2003 to 2017.

Gootee v. Global Credit Services, LLC, 139 A.D.3d 551 (2016)

Appellate Division

What the court had to decide

Whether the no oral modification clause in an at-will employment agreement, governed by GOB § 15-301, precludes the employer from unilaterally altering the terms of employment without a signed writing and whether such a clause prevents the termination of the at-will relationship.

What it held

The no oral modification clause is enforceable and bars unilateral changes to the agreement without a writing, but it does not prevent termination of at-will employment; however, issues of fact exist as to whether there was a termination or modification and whether the clause was waived, precluding summary judgment.

In the court's words
Nevertheless, while the court correctly found that the no oral modification clause was enforceable and barred defendant from unilaterally altering the terms of plaintiff’s employment agreement without a writing, issues of fact exist that preclude the granting of summary judgment in plaintiff’s favor.

Treeline 990 Stewart Partners, LLC v. RAIT Atria, LLC, 107 A.D.3d 788 (2013)

Appellate Division

What the court had to decide

Does General Obligations Law § 15-301 bar enforcement of an alleged oral agreement to buy out an interest in an LLC when the operating agreement contains a no-oral-modification clause?

What it held

The alleged oral agreement was a separate additional agreement not covered by the operating agreement, so enforcement is not barred by General Obligations Law § 15-301.

In the court's words
enforcement of the alleged oral agreement is not barred by General Obligations Law § 15-301 (see id.; Heydt Contr. Corp. v Tishman Constr. Corp. of N.Y., 163 AD2d 196, 197 [1990]).

Torres v. D'Alesso, 80 A.D.3d 46 (2010)

Appellate Division

What the court had to decide

Whether General Obligations Law § 15-301(1) bars a party from asserting an oral condition precedent to a written real estate contract when the oral agreement was made before the contract was fully executed but the contract contains a no-oral-modification clause.

What it held

The court held that once a written contract is fully executed and delivered, General Obligations Law § 15-301(1) takes effect and renders any prior oral agreement altering the terms of no effect, even if the oral agreement was made before full execution.

In the court's words
As soon as the writing was executed by both sides and delivered to the other, section 15-301 (1) took effect, and as of that moment, an executory oral agreement altering the terms of the writing could be of no effect, even if agreed upon earlier.

Gerard v. Cahill, 66 A.D.3d 957 (2009)

Appellate Division

What the court had to decide

Does General Obligations Law § 15-301 bar enforcement of an alleged oral agreement to redeem a member's interest in a limited liability company when the operating agreement contains a clause prohibiting oral modifications?

What it held

The court held that the alleged oral agreement was not barred by General Obligations Law § 15-301 because it was a separate, additional agreement addressing an unanticipated scenario not covered by the operating agreement, and did not modify the distribution provisions.

In the court's words
Accordingly, enforcement of the alleged oral agreement is not barred by General Obligations Law § 15-301 (see Traders’ Natl. Bank of Rochester v Laskin, 238 NY 535, 541-542 [1924]; Heydt Contr. Corp. v Tishman Constr. Corp. of N.Y., 163 AD2d 196, 197 [1990]).

Israel v. Chabra, 12 N.Y.3d 158 (2009)

Court of Appeals of New York

What the court had to decide

Does New York General Obligations Law § 15-301(1) abrogate, in the case of a contract where the second of two irreconcilable provisions requires that any modifications to the agreement be made in writing, the common law rule that where two contractual provisions are irreconcilable, the one appearing first in the contract is to be given effect rather than the one appearing subsequent?

What it held

General Obligations Law § 15-301(1) does not abrogate common-law rules of contract interpretation; it merely allows enforcement of no-oral-modification clauses but does not make them override other contract terms.

In the court's words
Accordingly, as reformulated, the certified question should be answered in the negative.

Deep Blue Ventures, Inc. v. Manfra, Tordella & Brookes, Inc., 6 Misc. 3d 727 (2004)

trial courts

What the court had to decide

Whether an oral suggestion by the seller to deposit funds in a particular bank constitutes a modification of the written agreement barred by GOB § 15-301.

What it held

The selection of a specific bank in which to make the deposits was not a modification of the agreement, and thus the no-oral-modification clause did not foreclose the defense.

In the court's words
Thus, the selection of a specific bank in which to make the deposits was not a modification of the agreement.

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

Related sections

N.Y. General Obligations Law § 5-701 NY Statute of Frauds: N.Y. General Obligations Law § 5-701 N.Y. General Obligations Law § 5-703 Must Be in Writing: N.Y. General Obligations Law § 5-703 N.Y. General Obligations Law § 17-101 GOL § 17-101: putting an old debt back on the clock

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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 N.Y. General Obligations Law § 15-301 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 New York.

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