Wash. Court of Appeals published opinion — 323820.opn.pdf

Citation: Wash. Court of Appeals published opinion — 323820.opn.pdf
Jurisdiction: Washington (state)
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of frauds "may be dissolved or varied by a new oral contract, which mayor may not

adopt as part of its terms some or all of the provisions of the original written contract."

29 RICHARD A. LORD, WILLISTON ON CONTRACTS § 73.21 at 67 (4th ed. 2003); Bader v.

Moore Bldg. Co., 94 Wash. 221,224, 162 P. 8 (1917); Sherman v. Sweeny, 29 Wash.

321,69 P. 1117 (1902). This is true even if there is no express agreement that the new

contract shall have that effect. E.g., Dunlap v. Fort Mohave Farms, Inc., 89 Ariz. 387,

363 P.2d 194 (1961) and cases cited therein.

4 The section provides, "Owner and Associate may terminate their relationship
upon thirty (30) days' written notice by either party." AR 243,249 (emphasis added).
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DeFelice v. Emp 't Sec. Dep't
No. 32382-0-111- dissent

A related principle is that parties to a bilateral contract may make an agreement of

rescission discharging each other from all remaining obligations under an existing

agreement and that such an agreement "need not be expressed in words. Other conduct

may show an intent by both parties to abandon their contract." RESTATEMENT (SECOND)

OF CONTRACTS § 283, cmt. a (1981); Lockhart v. Greive, 66 Wn. App. 735, 741, 834

P.2d 64 (1992).

Parties may orally modify even agreements that prohibit oral modification. As

explained in Pacific Northwest Group A v. Pizza Blends, Inc., 90 Wn. App. 273, 277-78,

951 P.2d 826 (1998), it is "[a] paradox of the common law is that a contract clause

prohibiting oral modifications is essentially unenforceable because the clause itself is

subject to oral modification." The common law rule permitting oral modification "has