Select Page

In trade agreements, it is customary to include a provision that changes to a contract are null and void, unless they are written and signed by or on behalf of both parties. This is called the variation clause and is intended to avoid informal or involuntary oral variations. However, the common law allows for the amendment of a written contract by the mutual consent of both parties, either orally or in writing. This can complicate the position. Simply put, a treaty change occurs when the parties agree to do something different from what they originally agreed, while the rest of the contract works without change. Reflection could take many forms, such as .B reciprocal abandonment of existing rights; The new benefits granted by each party to the other party; Make and/or release commitments. In the absence of consideration, there may be a change by deed. This document has been reviewed for compliance with current best practices and has received a number of general adjustments and improvements that provide greater clarity in some important areas, including a new requirement for a compliant copy of the revised agreement as a timetable. New provisions have also been added to cover situations in which a surety has guaranteed certain obligations arising from the agreement to be amended. In the whirlwind of the economy, written agreements sometimes cannot follow trade developments; and when disputes arise, the parties may find that their contracts do not say what they thought or reflect their actual practice.

This can be frustrating and create uncertainty – are the parties bound by their initial agreement or has the treaty been amended? It is a variation clause that comes into play. Variation clauses generally emphasize that changes to the terms of the contract must be made in writing and signed by all parties. In this way, all parties concerned are better protected from any involuntary treaty change, without explicit consent and, essentially, without written proof of their explicit consent. You will often find this clause towards the end of the contract document. Our models naturally contain it. This distinction may be important – if the amended agreement departs substantially from the original contract, it may be considered by the Tribunal as a new agreement, so that the original contract is cancelled. This could have unintended consequences if a party wishes to invoke a provision of the original contract that may not have been included in the new agreement. However, a contract may be modified by a verbal agreement or by the conduct of its parties, even if the contract itself contains a “no oral amendment” clause.

This position was recently clarified and confirmed by the Court of Appeal in a case between Globe Motors and RW Lucas Varity Electric Steering Ltd. This position was then consolidated in a case later in 2016 between the status of company operating under the conditions of a market economy business exchange centers and rock advertising. Sometimes it is not only wise, but essential to change a contract in writing.