Exploring Verbal Modifications: Can Spoken Words Change Written Agreements?

Is a written agreement final? Not as much as you’d think. A recent case out of Trumbull County, Ohio sets out when, even when a contract says no verbal modifications, the parties can still change it verbally. Ohio Valley Mall Co. v. Dreamz Come True, L.L.C., 2025-Ohio-888. 

The purpose of including a ‘no oral modification’ clause in a contract is to protect against fraudulent or mistaken verbal testimony regarding the existence of a verbal modification. Sometimes, however, this provision can lead to unfair results. If that provision is strictly enforced, the provision would cancel every verbal modification, even those that are fully voluntary, freely entered, and entirely consensual, just because there is no writing. A person could insert the clause in an agreement and would be “magically” protected in the future no matter what that party said or did. A person could include the clause, verbally cause the other side to change their behavior, and then hide behind the clause as the defense. 

So what has to happen to prove a contract was orally modified? It’s not enough to say it was. It’s not even enough to show a recording of the modification. Instead, a party has to assert that the no-verbal modification clause was waived. You prove that with evidence of an act of the other side that proves that the contract was modified. The other side has to actually take ACTION showing that the contract was changed. 

The actual legal argument to be made is that the old agreement can’t be enforced by a doctrine called equitable estoppel. This is an infrequently used, but useful, legal doctrine that says that if a provision of an agreement is inherently unfair, the court won’t enforce it. 

If you have a contract that has been verbally modified, and the other side is insisting that it wasn’t and wants to hold you to the original agreement, you aren’t out of luck. So long as you can show actions in reliance on the change. This OFTEN comes up in the landlord-tenant context. 

If you have a dispute regarding a verbal modification of a contract, contact our office for assistance. 

This blog was drafted by Nicholas Weiss, the owner and founder of N.P. Weiss Law. For more information about Nick, visit his bio page.

This article is meant to be utilized as a general guideline. Nothing in this blog is intended to create an attorney-client relationship or to provide legal advice on which you should rely without talking to your own retained attorney first.  If you have questions about your particular legal situation, you should contact a legal professional.