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Contract Modification in Massachusetts

Contract modifications make changes to an existing agreement between two parties but are just as much an agreement as to the original contract. Whether the modification is to a written or verbal contract, there are ways to enforce the agreement you made with another person or a business.

Enforcing a contract modification, and making enforceable changes to contracts is critically important to protecting your interests, both business and personal. The attorneys at the Katz Law Group have the years of experience needed to effectively modify contracts, and enforce modified contracts.

Contract Modifications

Like any other contract, a modification must meet certain elements to be enforceable. There must be an offer, an acceptance, and consideration.

Offer for Modification

One party must suggest or "offer" that the existing terms of the contract be changed. An offered change can be minor or much more significant. In either case, the terms of the suggested change must be sufficiently clear so that both parties can understand what the change would be. If the suggested change is modified by the other party, it is considered a "counter-offer" for modification.

Acceptance of Modification

Like with any other contract, the modification must be accepted. Acceptance must be to the terms of the offer, but can be written or verbal depending on the circumstances. Certain contracts may specify the exact way a contract modification must be accepted, so it is important to know the terms of your contract and comply with them.


Both parties should gain some "value" from the agreed-upon change to the contract. This does not necessarily mean money has to change hands, but maybe the change is for convenience to one or both parties. This is sufficient consideration for the enforceability of the modification.

Enforcing a Contract Modification

Contracts and any modifications to a contract are generally enforced in the same way.

Written Modifications to Contracts

With written modifications, the terms of the written agreement are presented in court in order to prove their existence. The actual document used to modify the contract can be presented to the court or the jury in order to show what the agreement is, and how it changed the original contract.

Written modifications are usually signed by both parties, and the presentation of these signatures is an important part of proving that the agreement was made and that both parties intended to be held accountable for those modifications.

In many contract disputes, it is not the fact that a contract modification was made, but rather what the intended meaning of the changed words is. When ambiguity exists in the terms of the contract, the different parties will argue about the meanings of those words, and the court or jury will have to decide what was meant.

With the help of an experienced contract attorney, you can make sure the correct meaning is proved and your rights are protected.

Verbal Modifications to Contracts

Verbal modifications create interesting challenges. If the contract itself was verbal, a verbal modification will be treated much the same way. Testimony by the parties to the contract will be introduced to prove what the terms of the modification are. However, because of the nature of party testimony, it often turns into "he said, she said."

Witnesses to the modification may also testify. If there were others involved in the verbal contract modification who can testify as to its terms, they can provide valuable testimony that can be used to prove the terms of any change.

Limits to Contract Modifications

In many cases, contracts specifically limit what modifications may be made to the original agreement. When such a limit exists, it usually takes the form of a contract clause. A thorough reading of that clause is important to understand what types of modifications are allowed, or if they are allowed.

Common contract modification limits include

  • the prohibition against any changes to the contract;
  • the requirement that all contract modifications be made in writing; or
  • limitations to what may be changed, while not prohibiting all changes to a contract.

When Modifications Must Be in Writing

The most common limitation to contract modifications is that they must be in writing. In written contracts, this is an extremely common provision, considered "boilerplate" in most contracts.

If the modification is in writing, it will be much easier to enforce it. When the modification is not in writing, in violation of the limiting provision, the change may not be enforceable. This could mean losing the benefit of a bargain gained as the result of the modification.

Certain exceptions exist in the law to permit a party to enforce an oral modification to a written contract, but they are often hard to prove. The best course of action is to make sure all modifications to existing agreements are in writing.

Oral Modifications to Contracts

An oral modification to a written or verbal contract could run afoul of the Statute of Frauds. Certain contracts must be in writing to be enforceable:

  • Agreements to pay from a person's estate;
  • Agreements to answer for the debt of another person;
  • Agreements upon consideration of marriage;
  • Agreements for the sale of land or any interest in land; and
  • Any agreement that is not to be performed within one year of the making of the agreement.

When dealing with the Statute of Frauds, it is vitally important to comply with the law to make sure that any modification can be enforceable. With the help of an experienced contract attorney, you can pursue equitable remedies if an oral modification violates the Statute of Frauds.

Equitable Remedies

When a modification is "unenforceable" for some reason, there may still be an avenue you can pursue to enforce the terms of the modified agreement. An equitable remedy such as unjust enrichment or promissory estoppel can be used to show that some value was conferred on the other party, and it would be unjust to allow that other party to keep the benefit of that bargain without paying for it.

Consult a Contract Litigation Attorney in Massachusetts

If you have a contract modification that needs to be enforced or if you need to modify an existing contract, the Katz Law Group can help you fight to make sure the terms of your agreement are followed, and that you receive the compensation to which you are entitled. Contact us today for a consultation. Our business litigation and contract lawyers have nearly 40 years of experience helping clients in Massachusetts and beyond, including in Worcester, Framingham, and Marlborough.

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