Many laypeople recognize and revere the value of a written contract as an instrument legally binding, but they also believe such work to be solidified in its construction, unamendable without a rewriting of the agreement. Georgia courts, however, for over a century have allowed for contracts not governed by the statute of frauds to be amended through oral agreements or course of conduct. This principle was reaffirmed in Hanham v. Access Management Group L.P., a 2019 Georgia Supreme Court case where the court recognized that written contracts can be amended by course of conduct in the state of Georgia. Prior to 2019, several Georgia Court of Appeals cases, using a slightly altered definition for a breach of contract from a 2013 Georgia Court of Appeals case, excluded all evidence that attempted to show any agreement which modified or amended any text in the written contract. The only action considered by the courts under this new definition for a breach of contract claim were actions that were "specified in the contract."
Although this revised definition used for a breach of contract was only slightly altered from the original definition used previously in Georgia courts and was seemingly only a simple and innocent rewording, the definition had profound effects on contract law in Georgia. The new definition quickly became established precedent in several Georgia cases, and courts in Georgia refuted or did not consider arguments in cases where parties attempted to argue for behavior or interactions forming a new agreement. The courts stated that any basis of action had to accrue from matters "as specified in the contract." In 2018, the Georgia Court of Appeals used the revised definition for a breach of contract to hold that an contract could not be amended in the absence of a written modification, ignoring the rulings of Georgia courts since 1884.
Hanham v. Access Management Group L.P. showed how a simple and innocent rewording of a rule had a profound effect on contract law despite established and well‑recorded precedent. The cases preceding Hanham v. Access Management Group L.P. also highlight how quickly an incorrect rule can be repeated by courts and harm people's rights in a common law system. With this 2019 decision, the Georgia Supreme Court discarded the 2013 definition of a breach of contract and once again allowed courts to consider and question the validity of a contract based on interactions which take place outside of the written agreement.
Elizabeth C. Selph, Casenote, Actions Speak Louder Than Words: Hanham v. Access Management Group L.P. Reestablishes Validity for Course of Conduct Parol Contracts in Georgia, 71 Mercer L. Rev. 1277 (2020).