Can written agreements be modified orally? Explain why or why not.

Written agreements can be modified orally under certain circumstances. Whether such modifications are legally binding depends on the applicable law and the specific terms of the agreement. Here is an explanation of the general principles regarding modification of written agreements orally:

1. The Parol Evidence Rule: The Parol Evidence Rule is a legal principle that restricts the consideration of external evidence, such as oral agreements or negotiations, to modify the terms of a written contract. This rule generally prohibits parties from introducing oral modifications that contradict or vary the terms of a fully integrated written agreement. In other words, if parties have signed a contract that contains a clause stating that it is the final and complete agreement, it may be more difficult to modify the agreement orally.

2. Contractual Provisions: Parties can include provisions in a written agreement that explicitly prohibit oral modifications or require any modifications to be in writing. These provisions, known as "no oral modification" or "written modification" clauses, aim to ensure that any changes to the agreement are made in a formal and documented manner. If such a provision is present, oral modifications would generally be invalid.

3. Exceptions: Despite the Parol Evidence Rule and contractual provisions, there are exceptions in which oral modifications may be valid and enforceable:

a. Partial Performance: If one party has already performed their obligations under the modified terms of an oral agreement, and the other party has accepted that performance, the modification may be enforceable.

b. Waiver: Parties may orally agree to waive certain provisions or rights under the written agreement. However, it is advisable to have a clear understanding and evidence of the waiver for future reference.

c. Oral Modifications Supported by Consideration: Generally, an enforceable modification requires additional consideration or benefit to both parties. This principle ensures that both parties receive something of value in return for modifying their original agreement.

In summary, while written agreements are generally preferred for their clarity and enforceability, oral modifications may be possible in specific situations, such as partial performance, waiver, or if supported by additional consideration. However, it is always recommended to consult an attorney to ensure compliance with applicable laws and to protect your rights and interests.