§ 535.17

535.17 Requirements of credit agreements — statute of frauds — modifications. 1. A credit agreement is not enforceable in contract law by way of action or defense by any party unless a writing exists which contains all of the material terms of the agreementand is signed by the party against whom enforcement is sought. 2. Unless otherwise expressly agreed in writing, a modification of a credit agreement which occurs after the person asserting the modification has been notified in writing thatoral or implied modifications to the credit agreement are unenforceable and should not berelied upon, is not enforceable in contract law by way of action or defense by any party unlessa writing exists containing the material terms of the modification and is signed by the partyagainst whom enforcement is sought. This notification can be included among the terms of acredit agreement, can be included on a separate form or together with other disclosures thatare provided when the agreement is made, or can be given wholly apart from the agreementand at any time after the agreement has been made. To be effective, the notification and itslanguage must be conspicuous.

ed when the agreement is made, or can be given wholly apart from the agreementand at any time after the agreement has been made. To be effective, the notification and itslanguage must be conspicuous. A person who gives a notification is bound by it to the sameextent as the person notified. A notification with respect to any credit agreement is effectivewith respect to all other credit agreements then in effect between the parties if the notificationconspicuously so provides. When a modification is required by this section to be in writingand signed, such requirement cannot be modified except by clear and explicit language in awriting signed by the person against whom the modification is to be enforced. 3. A notification referred to in subsection 2 in the following form in boldface, ten point type, complies with the requirements of this section: IMPORTANT: READ BEFORE SIGNING. The terms of this agreement should be read carefully because only those terms inwriting are enforceable. No other terms or oral promises not contained in this written contract may be legally enforced. Youmay change the terms of this agreement only by another writtenagreement. 4.

writing are enforceable. No other terms or oral promises not contained in this written contract may be legally enforced. Youmay change the terms of this agreement only by another writtenagreement. 4. Notwithstanding subsections 1 and 2, a credit agreement or modification of a credit agreement which is not in writing, but which is valid in other respects, is enforceable if theparty against whom enforcement is sought admits in court that the agreement or modificationwas made, but no agreement or modification is enforceable under this subsection beyond theterms admitted. 5. For purposes of this section, unless the context otherwise requires:a. 'Action' includes petition, complaint, counterclaim, cross-claim, or any other pleading or proceeding to enforce affirmatively any right or duty or to recover damages for thenonperformance of any duty. b. 'Contract' means a promise or set of promises for the breach of which the law would give a remedy or the performance of which the law would recognize a duty, and includespromissory obligations based on instruments and similar documents or on the contractdoctrine of promissory estoppel. c.

remedy or the performance of which the law would recognize a duty, and includespromissory obligations based on instruments and similar documents or on the contractdoctrine of promissory estoppel. c. 'Credit agreement' means any contract made or acquired by a lender to loan money, finance any transaction, or otherwise extend credit for any purpose, and includes all of theterms of the contract. 'Credit agreement' does not mean a contract to loan money, finance atransaction, or otherwise extend credit by means of or pursuant to a credit card, as definedin section 537.1301, subsection 17, or pursuant to open-end credit, as defined in section537.1301, subsection 32, or pursuant to a home equity line of credit, as defined in section535.10 whether the loan, financing, or credit is for consumer or business purposes or aconsumer rental purchase agreement as defined in section 537.3604, subsection 8. d. 'Defense' includes setoff, recoupment, and any basis or means for barring or reducing liability or obligation on any claim. e. 'Lender' means any person primarily in the business of loaning money, or financing sales, leases, or other provision of property or services. f.

g or reducing liability or obligation on any claim. e. 'Lender' means any person primarily in the business of loaning money, or financing sales, leases, or other provision of property or services. f. 'Modification' includes change, addition, waiver, rescission, and any other variation of any kind whether expressly made or implied by, or inferred from, conduct of any kind. Sat Dec 23 01:37:41 2023 Iowa Code 2024, Section 535.17 (23, 0) §535.17, MONEY AND INTEREST 2 6. This section shall be interpreted and applied purposively to ensure that contract actions and defenses on credit agreements are supported by clear and certain written proof of theterms of such agreements to protect against fraud and to enhance the clear and predictableunderstanding of rights and duties under credit agreements. 7. This section entirely displaces principles of common law and equity that would make or recognize exceptions to or otherwise limit or dilute the force and effect of its provisionsconcerning the enforcement in contract law of credit agreements or modifications of creditagreements. However, this section does not displace any additional or other requirementsof contract law, which shall continue

nforcement in contract law of credit agreements or modifications of creditagreements. However, this section does not displace any additional or other requirementsof contract law, which shall continue to apply, with respect to the making of enforceablecontracts, including the requirement of consideration or other basis of validation. 8. This section does not apply to a credit agreement made primarily for a personal, family, or household purpose where the credit extended is twenty thousand dollars or less. 90 Acts, ch 1176, §1; 2017 Acts, ch 54, §76 Sat Dec 23 01:37:41 2023 Iowa Code 2024, Section 535.17 (23, 0)