Contract Amendment: A General Overview

As the name suggests, a contract amendment happens when you or the other party to a contract feel the need to make changes to the terms or other aspects of the contract. These changes can include when you modify or delete terms of the document.

With a contract amendment, you can therefore change the rights and obligations of the parties in terms of a contract. Once amended, the contract, as a legally binding document, will then outline the new rights and obligations of every party in terms of the agreement. Keep in mind, though, that contract amendment is only necessary after a contract has been signed.

Before that, any changes can be made to the contract and the parties can initial the changes.

There are many reasons why you would want to amend a contract.

• Forexample , you may enter into a contract with another party for a certain time period. As the end of the time period approaches, you may then wish to extend this time and a contract amendment will be necessary.
• Anotherexample would be where you buy a certain quantity of goods from another party in terms of the contract. After the contract is signed, you then decide to buy more of the goods. Here, a contract amendment will then be necessary to increase the amount of goods purchased in terms of the contract.

Keep in mind, though, that these are just two examples of when a contract amendment will be necessary and that there are many more. These include basically any term of the contract you and the other party want to change and even include instances where an amendment is necessitated due to something out of the control of the contracting parties.

Here is an article about how to write a contract .

How Do You Legally Amend a Contract?

When you use a contract amendment to make a mutually agreed change to any existing contract , you must ensure that the amendment complies with the legal requirements of the underlying contract.

For example, the current contract may specify the requirements necessary to amend the contract. For a contract amendment to then be valid, these requirements would then need to be adhered to.

In addition, some states may have added requirements to contract law regarding the amendment of certain types of contracts . These requirements may include having witnesses to witness the contract signing or requiring that the parties’ signatures be notarized.

Also, to be legally enforceable, amendments to a written contract should be made in writing and signed by both parties. And, while it’s perfectly acceptable in certain circumstances to enter into oral contracts, it's always better to have the terms of an oral contract reduced to writing. This eliminates any disputes later on.

Considering the above, there are some best practices that you should follow for contract amendments.

Below is a list of rules for best practices when going through the contract amendment process:

1. Always put the contract amendment in writing and ensure that both parties sign the amendment.
2. In the amendment, refer to the original contract, the parties, and the date on which the original contract was signed. This eliminates any doubt as to what document you’re amending.
3. Attach the amendment to the original contract.
4. Don’t make too many amendments . This is especially important when you want to amend a previous amendment. In this case, it’s better to rather prepare and sign a new agreement with the new terms.
5. When making a contract amendment, it’s always better to rewrite the entire section or paragraph of the contract with the changes. This makes it clear exactly what the changes are.

Here is an article about how to legally amend a contract.

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When Can You Make a Contract Amendment?

There is no specific time or legal requirement regarding when you're able to amend a contract. It should therefore happen at any time when you or the other party wants to make changes to the terms of the contract.

For example , let’s say you buy a new car. You then sign the sales contract, but the car dealer needs time to order and deliver the car to you. When the dealer orders the car, it appears that the cost price of the car increased. They then approach you and negotiate a higher price for the car.

If you then agree to pay the slightly higher price, a contract amendment would then be prepared which both you and the dealer need to sign. Once signed, this contract amendment will then reflect the amended price in terms of the agreement.

Another example is when you need to deliver products to a client within seven days after they place an order with you. However, throughout the existence of the contract, you deliver the goods 10 days after they place an order.

Here, although the other party has not objected to the late delivery and you both agree that you're only able to ship the products within 10 days after the date of the order, it's always a good idea to amend the contract to reflect this change.

Here is an article that goes into more detail about Contract Lawyers .

Amendments vs. Addendums

Although many people use these terms interchangeably, there is a substantial difference between contract amendments and addendums . Typically, with a contract amendment, you change the existing terms and conditions of the contract.

In contrast, with an addendum, you add terms or requirements that you may have left out of the original agreement or which have become necessary after the original agreement was signed.

When the terms of an addendum can potentially conflict with the terms of the original contract, you should also prepare an amendment of the original contract which determines which terms will have precedence in the case of such a conflict.

Get Help with Contract Amendments

It may be necessary from time to time to make changes to a contract between you and another party. When this happens, a contract amendment is necessary. When you amend the contract, you must comply with the requirements and best practices for an amendment.

If you need help with a contract amendment or need to find a contract lawyer to assist you with one, feel free to post a project on ContractsCounsel’s marketplace.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Meet some of our Contract Amendment Lawyers

Faryal A.

Faryal A.

Ms. Ayub is an attorney licensed to practice in Texas. Before moving to the US, she has a number of years of experience in contract review, analysis and drafting. Ms. Ayub is available to help you with your legal problems, as well as filling LLC and other business entity formation documents. To know more about her practice, please visit https://ayublawfirmpllc.com/.

Jane C.

Jane C.

Skilled in the details of complex corporate transactions, I have 15 years experience working with entrepreneurs and businesses to plan and grow for the future. Clients trust me because of the practical guided advice I provide. No deal is too small or complex for me to handle.

Michael M.

Michael M.

www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.

Emmanuel K.

Emmanuel K.

I am a corporate Attorney licensed in the state of Georgia and Ghana. My professional career started in 2016 as a litigator in a private law firm in Ghana. Subsequently in 2018, I moved in house to work for the University of Ghana and this is where my corporate transactional work experience began. Since coming to the US in 2019, I have gained significant transactional experience through internships at Verizon and Tricentis (a software testing company) during law school at UGA. Since graduating from UGA law school, I have worked as a corporate transactional attorney of an AmLaw 200 firm. In that role, I helped foreign companies entering the US market to establish a presence and comply with applicable corporate laws while doing business. I also assisted customers and service providers in the software and technology industry by reviewing SaaS and similar contracts. Also, I helped energy utilities in the renewable energy space navigate regulatory and policy issues and establish contractual business relationships through contract reviews.

Merry A.

Merry A.

Merry Kogut is a licensed attorney based in Washington State who has been a legal expert on JustAnswer since 2008 specializing in employment law, consumer protection and discrimination issues. She has been an attorney handling WA State phone consultations for Arag Legal Insurance since April, 2023. She has also been an attorney in private practice since 1986, and was in-house legal counsel for multiple WA State government agencies. She brings nearly 50 years combined legal and professional writing experience. Earlier in her career, Merry served as a law clerk for the Washington State Court of Appeals, and as a discrimination specialist, investigator and legislative liaison. She also helped establish the “Legal Writing Institute,” a national association of legal writing instructors and administrators. Merry earned her law degree from the Seattle University (formerly University of Puget Sound) School of Law.

Charles M.

Charles M.

Mr. McElvenny has extensive experience handling and developing strategy for complex commercial and real estate cases. He’s drafted hundreds of complaints ranging from simple breaches of contract to complex commercial claims including breach of fiduciary duty, constructive trusts and misappropriation of trade secrets. He has an excellent record in trial, arbitration and mediation. He also has significant experience in motion practice in both state and federal court. Through his work in corporate law, Mr. McElvenny has developed considerable experience with Limited Liability Company member disputes and general corporate governance. He’s drafted a number of industry-specific documents such as Operating Agreements (for Limited Liability Companies), commercial leases, settlement agreements and employment contracts. Mr. McElvenny has also represented criminal defendants in felony matters and assisted in the defense of civil matters arising from alleged SEC violations. He has represented individuals appearing before the Illinois Department of Professional Regulation as a result of SEC proceedings. After graduating with a B.A. in Philosophy, Mr. McElvenny proceeded from Loyola University-Chicago to DePaul University College of Law, receiving his JD from that institution in 2002. In 2010, he earned his Master’s of Science in Accounting from Loyola University-Chicago’s Graduate School of Business. Mr. McElvenny was selected to Illinois’ Super Lawyers Rising Stars in 2010, 2012 and 2013.