§ 19-4 Contract - Modification

• Library: South Carolina Requests to Charge - Civil (SCBar) (2016 Ed.)

§ 19-4 Contract - Modification

A "modification" of a contract is a change; an alteration or amendment which introduces new elements into the details of a contract, or cancels some of them, but leaves the general purpose and effect of the subject matter intact.

Parties to a written contract, after it has been executed and entered upon, may modify it. A written contract may be changed by a subsequent parol agreement, supported by valuable consideration, and evidence is admissible in proof of such parol agreement.

Parties to a contract may supersede a written agreement by an oral one. It is competent for the parties to change, modify, or supersede the written agreement by an oral one. It is entirely competent for the parties to a contract to modify or waive their rights under it and engraft new terms upon it.

It is true that a simple contract completely reduced to writing cannot be changed or modified by parol evidence of what was said or done by the parties at the time it was made, because the parties agree to put the contract in writing and to make the writing part and evidence thereof. The very purpose of the writing is to render the agreement more certain and to exclude parol evidence of it. Nevertheless, by the rules of the common law, it is competent for the parties to a simple contract in writing before any breach of its provisions, either altogether to waive, dissolve, or abandon it, or vary or qualify its terms, and thus make a new one.

A written contract may be modified by the parties thereto in any manner they choose, notwithstanding agreement prohibiting its alteration except in a particular manner.

A written contract may be modified by a subsequent agreement of the parties, provided the subsequent agreement contains all the requisites of a valid contract. South Carolina law requires that, in order to have a valid and enforceable contract, there must be a meeting of the minds between the parties with regard to all essential and material terms of the agreement. Accordingly, to be effective as a modification, the new agreement must possess all the elements necessary to form a contract.

A party to a contract who receives an offer to change its terms is under no obligation to respond to that offer. The offeree's silence is not an acceptance or acquiescence to the proposed change, where nothing else is shown.

A written contract may be modified by an oral agreement [even where the written contract explicitly states all changes must be in writing]...