Commercial Division Blog
Court Finds No Oral Modification of Written Contract
On September 25, 2014, Justice Whelan of the Suffolk County Commercial Division issued a decision in Air & Power Transmission, Inc. v. Weingast, 2014 NY Slip Op. 32670(U), rejecting a claim based on an alleged oral modification of a written contract.
In Air & Power Transmission, the plaintiffs' claims were based upon, among other things, the breach of "purported oral promises to indemnify the plaintiffs." The court dismissed that claim, explaining:
The . . . alleged oral assurances are flatly contradicted by the terms of existing writings between the parties governing the same subject matter . . . . To be enforceable, a separate, subsequent, additional agreement must address a scenario that was not anticipated and not covered by the terms of the existing written agreements between the parties. There are no allegations that the alleged oral assurances constituted separate, subsequent, additional agreements that addressed a scenario not anticipated or covered by the terms of the existing written agreements. Moreover, the particulars of the oral promises allegedly made by Mass Mutual agents are not alleged with the sufficient particularity to give rise to claims for breach of the alleged oral agreement was a separate, additional agreement.
(Internal quotations and citations omitted) (emphasis added).