N.Y. General Obligations Law § 15-301: When written agreement or other instrument cannot be changed by oral executory agreement, or discharged or terminated by oral executory a...

§ 15-301. When written agreement or other instrument cannot be changed

by oral executory agreement, or discharged or terminated by oral

executory agreement or oral consent or by oral notice. 1. A written

agreement or other written instrument which contains a provision to the

effect that it cannot be changed orally, cannot be changed by an

executory agreement unless such executory agreement is in writing and

signed by the party against whom enforcement of the change is sought or

by his agent.

2. A written agreement or other written instrument which contains a

provision to the effect that it cannot be terminated orally, cannot be

discharged by an executory agreement unless such executory agreement is

in writing and signed by the party against whom enforcement of the

discharge is sought, or by his agent, and cannot be terminated by mutual

consent unless such termination is effected by an executed accord and

satisfaction other than the substitution of one executory contract for

another, or is evidenced by a writing signed by the party against whom

it is sought to enforce the termination, or by his agent.

3. a. A discharge or partial discharge of obligations under a written

agreement or other written instrument is a change of the agreement or

instrument for the purpose of subdivision one of this section and is not

a discharge or termination for the purpose of subdivision two, unless

all executory obligations under the agreement or instrument are

discharged or terminated.

b. A discharge or termination of all executory obligations under a

written agreement or other written instrument is a discharge or

termination for the purpose of subdivision two even though accrued

obligations remaining unperformed at the date of the discharge or

termination are not affected by it.

c. If a written agreement or other written instrument containing a

provision that it cannot be terminated orally also provides for

termination or discharge on notice by one or either party, both

subdivision two and subdivision four of this section apply whether or

not the agreement or other instrument states specifically that the

notice must be in writing.

4. If a written agreement or other written instrument contains a

provision for termination or discharge on written notice by one or

either party, the requirement that such notice be in writing cannot be

waived except by a writing signed by the party against whom enforcement

of the waiver is sought or by his agent.

5. If executed by an agent, any agreement, evidence of termination,

notice of termination or waiver, required by this section to be in

writing, which affects or relates to real property or an interest

therein as defined in section 5-101 in any manner stated in subdivisions

one or two of section 5-703 of this chapter shall be void unless such

agent was thereunto authorized in writing.

6. As used in this section the term "agreement" includes promise and

undertaking.