---
title: O.C.G.A. § 11-2-209. Modification, rescission, and waiver.
collection: code
id: 11-2-209
cite_as: O.C.G.A. § 11-2-209 (2025)
canonical_url: https://georgiacommons.org/code/11-2-209
md_url: https://georgiacommons.org/code/11-2-209.md
text_url: https://georgiacommons.org/code/11-2-209/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t11-(v9)-pdf.pdf?sfvrsn=df925151_0#page=22
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: COMMERCIAL CODE / SALES / FORM, FORMATION, AND READJUSTMENT OF CONTRACT
---

# O.C.G.A. § 11-2-209. Modification, rescission, and waiver.

(1) An agreement modifying a contract within this article needs no consideration to be binding.

(2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(3) The requirements of the statute of frauds section of this article (Code Section 11-2-201) must be satisfied if the contract as modified is within its provisions.

(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) of this Code section it can operate as a waiver.

(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.

## History

Code 1933, § 109A-2-209, enacted by Ga. L. 1962, p. 156, § 1; Ga. L. 2024, p. 817, § 5-10/HB 1240, effective July 1, 2024.

## Editor's Notes

Ga. L. 2024, p. 817, § 1-1/HB 1240, not codified by the General Assembly, provides: “This Act shall be known and may be cited as the ‘Uniform Commercial Code Modernization Act of 2024.’”

Ga. L. 2024, p. 817, § 1-2/HB 1240, not codified by the General Assembly, provides: “Nothing in this Act shall be construed to support, endorse, create, or implement a national digital currency.”

## Amendments

The 2024 amendment, effective July 1, 2024, inserted “or other signed record” in the middle of subsection (2).