Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018]

Court: Supreme Court

Facts: Rock Advertising Ltd (Rock) and MWB Business Exchange Centres Ltd (MWB) had a licensing agreement for office space that included a "no oral modification" clause, stipulating that any changes to the contract must be made in writing. Rock fell behind on rent payments, and MWB locked them out and issued a notice of termination. Rock claimed that an oral agreement to reschedule payments, which included a payment of £3,500, was binding despite the written clause.

Issue: Whether the "no oral modification" clause in the licensing agreement prevented the enforceability of an oral variation to the contract.

Held: The Supreme Court held in favor of MWB, affirming the effectiveness of "no oral modification" clauses. The Court emphasized that such clauses are valid and should be enforced to preserve the integrity of written agreements. Lord Sumption explained that the enforcement of these clauses is justified to avoid inadvertent changes to the contract.

Key Judicial Statement: Lord Sumption noted that the oral variation clause is binding and highlighted the commercial reasons for enforcing such clauses.

💡 Leveluplaw: This case reinforces the significance of adhering to "no oral modification" clauses in contracts. The Supreme Court affirmed that these clauses are enforceable and that oral variations are invalid if the contract explicitly requires changes to be made in writing. The decision also touched upon the consideration issue but did not extend the doctrine from Williams v Roffey Bros & Nicholls, maintaining the precedent set by Foakes v Beer regarding contract variations.