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HomeCommercial CodeDiv. 1Ch. 3§ 1302 Contractual Modification Limits

§ 1302 Contractual Modification Limits

Commercial Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 1302 Contractual Modification Limits

This law says that most rules in the code can be changed if people agree to it, but some important rules about being fair and careful cannot be ignored.

Key Takeaways

  • •Most rules in the code can be changed if everyone agrees.
  • •Rules about being fair, careful, and reasonable cannot be ignored, even if people agree.
  • •If the code says something must be done in a 'reasonable time,' people can agree on a specific time as long as it's not unfair.

Example

Two friends agree to lend and borrow money.

They can change some rules about how and when to pay back the money, but they can't agree to ignore rules that say they must be honest and fair to each other.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 1302 Contractual Modification Limits

(a) Except as otherwise provided in subdivision (b) or elsewhere in this code, the effect of provisions of this code may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care prescribed by this code may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever this code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement. (c) The presence of certain provisions of this code of the phrase “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section. (Added by Stats. 2006, Ch. 254, Sec. 30. Effective January 1, 2007.)

Last verified: January 10, 2026

Key Terms

good faithdiligencereasonablenesscaremanifestly unreasonableunless otherwise agreed

Related Statutes

  • § 1304 Good Faith Contract Obligation
  • § 1309 Good Faith Acceleration Rights
  • § 2303 Risk Allocation Agreements
  • § 2306 Output And Requirements Contracts
  • § 2311 Contract Performance Specifications

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Commercial Code. Section 1302.
View Official Source