In the USA, suppose party A offers a contract to party B, who signs and returns said contract to A. The contract is a single document that has a few "sections" that each have a place to sign to show acceptance of that "section".

Now suppose that before any material action is taken by either party to proceed with the contract, A offers B what is essentially the same contract but with some minor amendments (e.g. change of start date), which B then signs and returns to A. Fullfilment of the contract proceeds on both sides using the amended terms (eg the actual start date of the contract is the start date as per the amended version).

Does the signed copy of the second version of the contract override/replace the first completely?

More specifically, suppose B initially opted to approve/accept a particular section in the first version, but decided not to opt for that section in the second version and so did not sign that section and further suppose that A did not notice the change in acceptance. Much later, after a lot of work has been done and delivered by both parties, A asks B to comply with the particular section, but B points out to A that B didn't accept that particular section in the second version and B refuses to comply.

Can A compel B to still accept the terms of the particular section because it was accepted in the first version and that section of the contract didn't change?

Or does the issuing and signing of a second version open the door to B accepting the sections differently, especially given that the behavior of both parties aligned with the second version - both A and B started fulfilling their obligations on the amended start date.

The section is question does not affect the way in which the main part of the contract is fulfilled. For example, it might be the notice period required to terminate the contract without penaltya, or similar "exit" terms that wouldn't be realized until B wanted to leave the contract.

  • FWIW, disputes like these are sometimes called a "battle of forms."
    – ohwilleke
    Feb 28, 2018 at 2:12

2 Answers 2


Both the question of the extent to which a substituted contract operates as a discharge of a prior claim and the number of antecedent claims within the scope of the substituted contract are questions of construction and interpretation of the agreement. These questions may be difficult to resolve, particularly if the second contract made by the same parties deals with the same subject matter as the first contract and does not state whether or to what extent it is intended to operate in discharge or substitution. Furthermore, the new contract may adopt and include a part of the antecedent one. Consequently, the two contracts must be construed together. Insofar as they are inconsistent, the later one prevails; the remainder of the first contract, if consistent with the second in substance and in purpose, can be enforced.

13-71 Corbin on Contracts § 71.1 (2017) (footnotes omitted).

  • Thanks for your answer. To help clarify/sharpen the question, this question is abstracted from a real situation, in which the second version did indeed deal with the exact same matter (actually, it would be impossible to be about another matter, because there is only one instance of the subject of the contract in the universe), and the second version was titled/communicated as "updated offer".
    – Bohemian
    Feb 28, 2018 at 2:31

The paper is only a written record of the contract's existence.

Signing the updated version as a complete document indicates that both parties agreed to a new contract (being substantially similar to the previous contract) and updating the written record to show this.

However, if each part of the written record has to be signed separately, this would show each part of the contract has to be agreed separately.

If one party hasn't signed the record, they ostensibly didn't agree to that part of the contract, so it doesn't have any force. Later actions may supersede this, generally by acting in a way consistent only with adhering to a contract represented by the new version, not with the old one. In the extreme case, it may be doing something required by the new version but forbidden by the old one.

What would eventually happen is one party agreeing with the other party that one particular version is the one they should follow, or continuing to disagree and requiring arbitration or court to decide for them.

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