Question 1

Can a written real estate contract be orally modified in Florida?

Accepted Answer

Generally no: the Statute of Frauds (Section 725.01) requires contracts for the sale of real property to be in writing. Most written contracts also include a "no oral modification" clause (requiring all amendments to be in writing). However: Florida courts have recognized oral modifications in limited circumstances: waiver (a party’s conduct may waive a contract provision, even without a written amendment), estoppel (if one party relies on the oral modification to their detriment, the other party may be estopped from denying the modification), and course of dealing (if the parties have consistently acted in accordance with the oral modification, the court may enforce it).

Question 2

What is a "no oral modification" clause?

Accepted Answer

NOM clause: a contract provision stating that the contract cannot be modified except by a written instrument signed by all parties. In Florida: NOM clauses are generally enforceable (they reinforce the Statute of Frauds requirement), but Florida courts have held that: a NOM clause can be waived by conduct (if the parties consistently modify the contract orally, the NOM clause may be waived), a NOM clause does not prevent waiver or estoppel (even with a NOM clause, a party can waive a contract provision through conduct), and the NOM clause itself may be orally modified (creating a circular paradox that Florida courts resolve case by case).

Question 3

How should Florida parties modify a real estate contract?

Accepted Answer

Best practice: execute a written amendment (signed by all parties, referencing the original contract, and clearly stating the modification), avoid oral agreements (even if technically enforceable in some circumstances, oral modifications are difficult to prove and create disputes), document any informal agreements (if an oral modification occurs: send a written confirmation via email or letter, and follow up with a formal written amendment), and update all related documents (if the modification affects: the closing date, the purchase price, or other material terms, update the title commitment, lender documents, and closing statement accordingly).

Oral Modification of Contract

Oral Modification of Real Estate Contracts in Florida

General Rule

Exceptions

Best Practice

Related Terms

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