When Can an Email Modify a Written Agreement?

Following up on the series of articles over the past four weeks regarding oral modification of written agreements, we now turn to a related topic: modification of a written agreement by email. Generally, the legal doctrines covered in the oral modification series — part performance, waiver, promissory estoppel and equitable estoppel — will apply to […]

Word of Mouth: When are oral modifications of written agreements binding? Part IV – Equitable Estoppel

Equitable estoppel differs from promissory estoppel in that whereas promissory estoppel requires a clear, unambiguous promise, equitable estoppel may be established by conduct alone. To establish a claim of equitable estoppel, three elements must be established: (1) conduct which amounts to a false representation or concealment of material facts; (2) intention that such conduct will […]

Word of Mouth: When are oral modifications of written agreements binding? Part III – Promissory Estoppel

Promissory estoppel arises when one party makes an oral promise to another party who relies on that promise and suffers some damage as a result. Under New York law, the elements of promissory estoppel are a clear and unambiguous promise, reasonable and foreseeable reliance by the party to whom the promise is made, and an […]

Word of Mouth: When are oral modifications of written agreements binding? Part II – Waiver

Under New York law, a waiver is “a voluntary relinquishment of a known right, which would have been enforceable, but for the waiver.” In other words, a waiver occurs when a party intentionally gives up a right that it knows that it has and that it would otherwise have been able to enforce. New York […]

Word of Mouth: When are oral modifications of written agreements binding? Part I – Part Performance

Most well-drafted legal documents include language that provides that the agreement cannot be modified except by a written agreement signed by both parties — or some other provision of similar effect. You may think that means that nothing you say can modify the documents. However, this is not necessarily the case. Under New York law, […]