Key Takeaways

  • A contract can be changed through mutual consent or specific legal processes depending on the nature and scope of the change.
  • Month-to-month tenancy agreements generally require written notice of at least 30 days (or 60 for significant changes).
  • Contract amendments can be made formally in writing or informally, but written modifications are easier to enforce.
  • Certain types of contracts (e.g., real estate or financial contracts) require written amendments to be valid.
  • Changes made before signing a contract are not considered amendments and follow different rules.

Amending an Existing Contract

A contract is an agreement between two or more parties that is legally binding. Most contracts are written documents, outlining the responsibilities and duties of each involved party, along with the benefits that each party will receive by entering into the agreement. Certain contracts are required by law to be in writing in order to be legally enforceable, such as any contract that is subject to the statute of frauds. Both oral and written contracts can usually be modified after all parties agree on the terms.

Legal Requirements for Changing Contract Terms

Modifying a contract typically requires mutual consent from all parties involved. For the amendment to be enforceable, it must meet the same legal standards as the original contract—such as consideration and legality. In many cases, particularly with more formal or high-stakes contracts, amendments must be executed in writing and signed by all parties.

Key legal requirements include:

  • Mutual agreement: All parties must agree to the new terms.
  • Written modifications: Preferred for clarity and legal enforceability, especially when the contract includes a “no oral modifications” clause.
  • Consideration: The amended terms must involve some new exchange of value, unless otherwise stated in the original contract.
  • Legal capacity: The parties must still have the legal ability to contract at the time of the amendment.

Some contracts also include clauses that dictate the procedure for amendments, such as requiring all changes to be in writing and signed by authorized representatives.

Commonly-Used Contracts

Most adults will enter into quite a few contracts throughout their lives, in both business and personal applications. Some contracts relate to major life events, such as:

  • Purchasing a home
  • Accepting a new job
  • Purchasing or leasing a car

These types of contracts may involve negotiation between the parties and could require legal review before being signed as they are more formal in nature. In other circumstances, you may not even realize when you're signing contracts. For example, when you sign a receipt after charging something on a credit card, the signature on that receipt becomes your contractual agreement to pay for the services or goods.

Change of Terms in Residential Leases

In residential lease agreements, especially in states like California, landlords may wish to change the terms of a tenancy—such as increasing rent or altering utility payment responsibilities. How this is handled depends on whether the lease is fixed-term or month-to-month.

  • Month-to-month leases: Landlords must generally provide at least 30 days' written notice for minor changes. If the change represents a rent increase of more than 10% within a 12-month period, 60 days’ notice is required​​.
  • Fixed-term leases: Changes cannot be made mid-term unless the tenant agrees. Any alterations require a signed written amendment or must wait until the lease is renewed.

These laws help ensure tenants are protected from surprise changes and have adequate time to respond or vacate if needed.

Laws of Contract Amendment

State laws govern the requirements around contracts. State common laws usually govern service contracts, such as a contract for a professional to paint the interior walls of your home. The state in which you sign a contract for the sale of goods will have its own version of the Uniform Commercial Code, which will govern that type of contract.

Amendments don't replace the terms in the original contract. Instead, an amendment will modify a single portion of the contract. For example, if you needed to change the price for goods being purchased or the date the goods would be delivered, the amendment would only alter those specific details in the original contract.

When a contract needs major changes, it makes more sense to create a new agreement. You can also create a reproduction of the original contract with the revisions needed, which is called an amendment and restatement. The amendment and restatement include the entire agreement between all involved parties and will replace any previous agreements made, both orally and in writing.

Any amendments and modifications to this agreement are only enforceable if they have been produced in writing and have been signed by all involved parties or their authorized representatives. These amendments and modifications include details listed in the appendix or additional exhibits. Although modifications are legally required to be in writing, that regulation isn't enforced at all times.

According to one court, the reason that written modifications aren't always enforced is the fact that the involved parties can't deprive themselves of the opportunity or power to terminate or alter an original agreement by an agreement that comes later. Therefore, the parties involved can choose how they wish to modify their agreement. However, it is more difficult to enforce a contract modification that has been carried out orally. Oral amendments shouldn't be disregarded or prohibited. If you plan to make oral amendments to your contract, avoid using a clause that requires written amendments.

A written amendment does offer some advantages over an oral amendment. When a party is trying to enforce a modification that was made orally, the legal process will be more challenging, especially if the contract includes a clause that requires amendments to be made in writing.

Certain amendments are required to be written, according to state laws. Examples of these amendments include those related to:

  • Transfers of real property
  • Financial matters
  • Transfers of intangible property

When a contract is amended prior to when the parties sign, the changes aren't called amendments. If a contract has already been produced but has an error, one of the parties may hand write a change on the document. As long as all involved parties initial next to the handwritten change, it will be considered a legally binding modification. This type of change isn't technically amending the contract, but it may be labeled as an amendment.

Strategies for Amending Contracts Effectively

To effectively manage a change of terms in a contract, consider the following best practices:

  • Use an amendment document: Clearly state the changes, reference the original contract, and specify which sections are being modified.
  • Keep records: Maintain a signed copy of the amendment alongside the original contract.
  • Communicate clearly: Discuss the proposed changes in detail with the other party and document all communications for reference.
  • Avoid ambiguity: Be precise in language to prevent future disputes.
  • Use an amendment and restatement: When there are multiple changes or substantial revisions, it may be better to restate the entire contract with updates incorporated.

Additionally, consult legal counsel when dealing with significant amendments to ensure compliance with applicable laws and reduce the risk of unenforceable terms.

Frequently Asked Questions

  1. Can a contract be changed after it’s been signed?
    Yes, but changes typically require agreement from all parties and should be documented in writing for enforceability.
  2. Is verbal agreement enough to change contract terms?
    While some verbal modifications may be legally valid, they are harder to enforce and may be restricted by a written "no oral modification" clause.
  3. How much notice is required to change the terms of a lease?
    For most month-to-month tenancies, at least 30 days' written notice is required. For significant changes, such as rent increases over 10%, 60 days’ notice may be required.
  4. What is the difference between an amendment and a restatement?
    An amendment changes specific parts of a contract, while a restatement replaces the original contract entirely with all changes incorporated.
  5. Are written amendments required by law?
    Yes, in certain cases—such as contracts involving real estate or financial agreements—state laws may require written modifications to be valid.

If you need help with changing terms of 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.