How can we help?


“No Oral Variation” Clauses: Do They Work?

Many commercial contracts contain a clause to the effect that any variations or amendments to the contract must be in writing.  Parties to commercial agreements favour such clauses because they promote certainty: the parties know what they have to do to amend the contract and disputes about oral discussions are in theory avoided.

Since such clauses are so widely used that it is surprising that the law on whether they work has been unclear.  Indeed parties arguing such clauses have been able to point to two conflicting decisions in the Court of Appeal: United Bank –v- Asif (2000) and World Online Telecom –v- I-Way (2002).

A case in the Court of Appeal on 20 April 2016 – Globe Motors and Others –v- Lucas and Others at last provides a very clear statement of how the Court of Appeal is likely to treat such cases in future.  Important as this decision is, it is still, unfortunately, not definitive, since the comments of the Court were “obiter”, which means that they did not form part of the reasons for the Judgment.  However in the Globe Motors case the Court of Appeal said that it was not bound by the two previous conflicting decisions and that its view was that, even where a contract provided that there was to be no variation except in writing, an oral variation would nevertheless be effective.

Since such clauses are so widely used that it is surprising that the law on whether they work has been unclear.

Whilst, for the reason explained above, this case is not the last word on the subject, and as ever the exact words will need to be considered in each case, the future attitude of the Court to such clauses is now almost certain to be that they do not work.

About this article


This information is for guidance purposes only and should not be regarded as a substitute for taking legal advice. Please refer to the full General Notices on our website.

About this article

Read, listen and watch our latest insights

  • 22 September 2023
  • Employment

Talking Employment Law: New family friendly rights

In this first podcast in the ‘Talking Employment Law’ series, Lucy Densham Brown and Rebecca Dowle, members of the employment team summarise some of the big new family-friendly Bills that are working their way through parliament.

  • 20 September 2023
  • Commercial Real Estate

Commercial buyers beware of residential Stamp Duty Land Tax

This article discusses a recent case in which a property buyer calculated the Stamp Duty Land Tax due on the purchase at a lower rate, due to the mixed-use purpose of the property.

  • 19 September 2023
  • Privacy and Data Protection

Organisations’ use of social media: Data protection

Social media applications (or commonly known as ‘apps’) are being developed all the time and we are constantly being introduced to new social media platforms, some of which take almost no time to gain huge popularity.

  • 14 September 2023
  • Immigration

Entrepreneurial Dreams: What is the Innovator Founder Visa?

In an era defined by innovation and entrepreneurship, the United Kingdom has made a substantial effort towards fostering its reputation as a global hub for start-ups and innovators. The introduction of the UK’s ‘Innovator Founder’ route has marked a pivotal moment in the country’s immigration policy.

  • 11 September 2023
  • Corporate and M&A

Changes to the tax treatment of Employee Ownership Trusts

The government published a consultation on 18 July 2023 seeking the public’s views on its proposals to reform the tax treatment of Employee Ownership Trusts and Employee Benefit Trusts. Parties are invited to express their opinions via email via the government website until the consultation closes on 25 September 2023.

  • 08 September 2023
  • Immigration

Navigating the Latest Immigration Rules for Overstayers in the UK: A Comprehensive Guide for 2023

Staying beyond the expiration of your UK visa is a serious matter that, in most cases, can result in significant and long-lasting repercussions.