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socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 37952
Experience:  Retired (mostly)
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I own a small business. We did not sign a contract with a

Customer Question

I own a small business. We did not sign a contract with a longterm client because we could not agree on terms. This is a large client with hundreds of vendors. They want everyone to sign an amendment to the contract. If we sign the amendment does that mean we are bound by the contract we have not signed? They do not seem concerned that we have not signed the contract which was presented to us three years ago.
Submitted: 1 year ago.
Category: Business Law
Expert:  socrateaser replied 1 year ago.

Hello,

An amended contract supersedes the original entirely. Consequently, depending upon the terms, you could be held to the contract you originally signed. However, if you already performed according to the original contract, then there would be no consideration for the prior performance with which to bind you to a new contract, and you could argue that the contract only applies from the date of signing.

To avoid a dispute, I would simply make the effective date of the amended contract, the date that you sign. That way, any discussion over what took place prior thereto would be moot/irrelevant.

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