Rock Advertising licensed office space from MWB. After arrears built up, Rock said the parties had orally agreed a revised payment schedule. MWB argued that the written contract required variations to be in writing and signed.
Selected cases
UK Supreme Court · [2018] UKSC 24
Rock Advertising Ltd v MWB Business Exchange Centres Ltd
The UK Supreme Court held that no-oral-modification clauses can be legally effective.
UK Supreme Court16 May 2018
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Quick read
- If a contract says variations must be in writing, do not rely on a casual call or email chain to change the deal.
- The UK Supreme Court held that no-oral-modification clauses can be legally effective.
Use this to check
- Use written variation deeds or signed change orders where required
- Train account managers not to promise informal payment changes
- Keep contract admin aligned with commercial conversations
Decision snapshot
What happened
- Rock Advertising licensed office space from MWB.
- After arrears built up, Rock said the parties had orally agreed a revised payment schedule.
- MWB argued that the written contract required variations to be in writing and signed.
What the court had to decide
- The Court had to decide whether a clause requiring written variations prevented an oral variation from taking effect.
What the court decided
- The Supreme Court held that no-oral-modification clauses are generally effective.
- Businesses can agree that later changes must be made in a prescribed written form.
Practical impact
Practical read
- If a contract says variations must be in writing, do not rely on a casual call or email chain to change the deal.
- Sales, account management and finance teams should know when a formal variation is required.
Useful next steps
- Use written variation deeds or signed change orders where required
- Train account managers not to promise informal payment changes
- Keep contract admin aligned with commercial conversations
How businesses should read it
If a contract says variations must be in writing, do not rely on a casual call or email chain to change the deal. Sales, account management and finance teams should know when a formal variation is required.
Key takeaways
- Use written variation deeds or signed change orders where required
- Train account managers not to promise informal payment changes
- Keep contract admin aligned with commercial conversations