Amend a Contract: Everything You Need to Know
Choosing to amend a contract is an occurrence when the parties involved in an agreement want to make some changes to the terms of the agreement in question.3 min read
2. Amendments, Consents, and Waivers
Choosing to amend a contract is a common occurrence when the parties involved in an agreement want to make some sort of change to the terms of the agreement in question.
Amending an Existing Contract
Written agreements and contracts are important in business settings as well as normal, everyday life. Without contracts, resolving disputes would be reduced to chaos and "their word against yours" scenarios. Making amendments to a contract is as equally important as the contract itself. If a contract is already in place and you and the other involved party want to make changes to some portion of the agreement, the best way to do so is to make an amendment. Changes that can be made to a contract through amendments can include:
- Making additions, otherwise known as "addendums"
- Removing an element of the agreement
- Making a change to a portion of the contract
- Making a correction if an error is identified
Amendments don't replace the original contract in its entirety. Rather, they change, modify, remove, or replace only the portion that is directly affected by the amendment, such as pricing, delivery dates, etc. If the contract you're working with needs major changes, it's usually a good idea to either:
- Draft a completely new contract.
- Draft a document known as an "amendment and restatement."
An amendment and restatement is an agreement that the original parties to a contract entered into in which the original contract is reproduced, with the desired changes being implemented. You should do everything you can to avoid making numerous amendments to a contract. This is especially true if you ever find yourself needing to make an amendment to another amendment. The best solution is to create a single amendment that revokes and restates any amendments that have previously been made to the contract.
To avoid the possibility that misunderstandings will arise in relation to the contract, you should consider restating entire paragraphs and provisions in the agreement instead of simply adding to, changing, or deleting small portions of it. The steps involved in making an amendment to a contract are:
- Complete a Contract Amendment document.
- Date the document.
- Make sure the amendment document is signed by every party that signed the original agreement.
- Provide a copy of the document to all parties involved.
- Provide a copy of the document to any non-parties that were given a copy of the original agreement.
When you're making an amendment to a contract, the goal is to be as concise and specific as you possibly can. Amendments can appear as informal, such as in the form of a letter, or they can look similar to the original written agreement in terms of layout and font. Generally speaking, amendments will come in one of three potential styles:
- Redlines and strikethroughs
- The clause is entirely replaced
- A description of the amendment
Amendments, Consents, and Waivers
In some scenarios, the parties involved in a contract may want to deviate from the contract in question without making any changes to the contract itself. For instance, one party involved in a non-disclosure agreement may give the other permission to disclose some facts to specific people, despite the fact that this is technically in violation of the contract they have both agreed to. Deviations of this nature, where a party chooses to waive a provision under certain circumstances or allows something that the contract would otherwise prohibit, can sometimes be considered amendments. However, they are more adequately defined as either:
Unlike amendments, consents and waivers don't change the contract itself. Rather, they excuse or permit activities that the contract would otherwise prohibit. A consent or waiver should never be given verbally. They should always be provided in writing, so there is no question as to whether or not they were issued should a dispute arise at a later date.
Deviating from a contract that is already in place, whether you choose to do so by making a formal amendment to the written agreement or through less formal methods like consents and waivers, should never be done lightly. It's a good idea to make sure you have help from an attorney that has knowledge and experience working with contracts and the legal issues that pertain to them.
If you need help with amend a contract, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.