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JerrySJD
JerrySJD, Attorney
Category: Business Law
Satisfied Customers: 821
Experience:  Attorney for business formation, business sales, tax, partnerships, sole proprietors and buy/sell agreements.
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I just took over a services contract that has no original contract.

Customer Question

I just took over a services contract that has no original contract. The few amendments that I have only reference the original, and contain no information about the original.

Oddly enough, my customer does not have the original, and only an amendment.

What are we legally bound to do? Start over?

Thanks
Submitted: 5 years ago.
Category: Business Law
Expert:  JerrySJD replied 5 years ago.

JerrySJD :

Who is the other party to the services contract? As long as the original contract is assignable, you can take over. You can ask the other party for a copy of the original, which you probably already thought of. Is there a reason you do not want to ask for it?

Customer :

My customer doesn't have it either. Between the two of us, we only have three amendments. What do you do when the original is nowhere to be found?

Customer :

My customer doesn't have it either. Between the two of us, we only have three amendments. What do you do when the original is nowhere to be found? btw: assignment won't be an issue. I took over a contract within the same company. thx.

JerrySJD :

Do the amendments have enough terms to make the agreement understandable? Are they relatively complete? Are all the terms in there?

Customer :

Nope,...

Customer :

but we do have a boilerplate we use ... which begs the question, do we just start over? Would the UCC direct us to?

JerrySJD :

It is not really a UCC question. It is a question of Contract Law. Under Contract Law, two parties can have an agreement with no writing at all. Also, various different writings can make up a contract. Letters, amendments, even scraps of paper can do. Certain contracts have to be in writing, such as a contract for the sale of land, contract to marry, contract for services exceeding one year. In your case, if you have the boilerplate and the customer is agreeable, then by all means. It is not required, but probably advisable since if things do not work out, that boilerplate might come in handy. You better read it before you sign it though!

JerrySJD :

Hope this helps you. Might as well start over with a new agreement, if you can get it with little trouble.

Customer :

Sounds good....thanks for the confirmation!

JerrySJD :

You got it. We are here to serve - 24/7/365.

JerrySJD :

Thank you for using JA. Please click "Accept". If you need more, please let me know.