Which statement best describes the effect of a merger clause on proposed oral modifications to a contract?

• A. Oral modifications are never enforceable once a merger clause exists.
• B. Oral modifications are enforceable only if in writing and signed by both parties.
• C. Oral modifications are enforceable regardless of form.
• D. Oral modifications must be approved by a court.

Answer: (B)

A merger (integration) clause makes the written contract the complete and exclusive statement of the agreement, tying the hands of any attempt to modify it with later oral promises. Because the contract is treated as the final expression, any changes must be captured in a writing that both parties sign to be enforceable. That’s why the best answer says modifications are enforceable only if they are in writing and signed by both parties—the signing shows both sides’ assent to the amendment and the writing satisfies the requirement created by the merger clause.

If a modification is only oral, it generally won’t be enforceable against the other party under the integrated agreement. The option that claims oral modifications are never enforceable is too broad, and the one that says court approval is needed or that the form doesn’t matter ignores the writing-and-signature requirement imposed by the merger clause.