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NO ORAL MODIFICATION CLAUSES: CONTRACTUAL FREEDOM UNDER ENGLISH AND NEW YORK LAW

NO ORAL MODIFICATION CLAUSES: CONTRACTUAL FREEDOM UNDER ENGLISH AND NEW YORK LAW

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Abstract: This article considers the law pertaining to no oral modifi cation clauses under both English and New York law, examining how the clauses have been treated under the respective legal systems and the way in which this has evolved over time. This article analyses the normative foundations of no oral modifi cation clauses and considers the arguments both for and against, balancing contractual freedom, party autonomy and the fl exibility of contractual formation. The article concludes by examining how the two legal systems have reached a position which in practice is similar in many respects, albeit noting that this outcome was achieved through starkly different routes.

Keywords: no oral modifi cation clauses; contractual freedom; comparative law; English law; New York law; commercial law; the law of private obligations

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