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I'm a freelance web developer and I entered into a contract with a client in August 2018. The contract was set to end and product delivered by October 5 2018. However, due to the client changes in ideas and work in progress, we went way past that end date and now I am only going to deliver the final work in 2 days.

Given that there is a clause in the original agreement which states that in case of changes in ideas and the work takes more time at my sole discretion, then the client will allow more time to deliver. All of that is good.

However, I want to change the end date of the Original contract to November 2 2018 but I am not sure if that's possible, given it's already past October 5.

Can I actually amend the original contract now and say the end date changed to November 2nd 2018 and then amend some sections of the contract as well, to remove some sections and also to add some sections?

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A contract is terminated by performance when all parties have completed their obligations. So, when you have delivered and they have paid and any other obligations incidental to that have been completed (such as the expiry of any warranty or guarantee) then the contract has ended.

There are other ways of terminating a contract but they are (hopefully) not relevant here.

What you have in your contract is not an end date but a date by which you were obliged to complete one of your obligations. Not delivering by that date is technically a breach of the contract which would entitle the other party to sue.

However, there is a mechanism in the contract for varying the date for delivery which you have done and the client has agreed to. Note that there is an implicit term that you will exercise any powers you have under the contract (such as extending the delivery time at your "sole discretion") in good faith - if your client rejected your proposed revision and sued, you would have to demonstrate that the revised date was reasonable in the circumstances.

You should not unilaterally materially amend a written document that records a contract - doing so entitles the other party to terminate the contract.

  • In my original contract, I have a section for Changes to the Scope of Work, which contains: "... In the event that the proposed change will, in the sole discretion of the Developer, require a delay in the delivery of the Website or would result in additional expense to the Client, then the Client and the Developer shall confer and the Client may either withdraw the proposed change or require the Developer to deliver the Website with the proposed change and subject to the delay and/or additional expense". – nTuply Nov 1 '18 at 1:58
  • Now the client wanted some features removed from the Scope of Work and add more features, which I did but we went beyond the date that I'm supposed to deliver (on or before Oct. 5) but that's fair since we talked about it and we both agreed(on messaging app) that it will need to be extended anyways given things have changed. Do I still need that amendment or do I just need to invoice the client the final payment invoice and that's it? I am just concerned about the features deletions and additions. – nTuply Nov 1 '18 at 2:00
  • @nTuply can you please try to explain why you are concerned about this when, as you have stated more than once here, there is a specific clause that allows, essentially, you and your client to discuss changes and, if they are going to take longer than originally planned, that person can accept or decline and it sounds like they have accepted? What is missing in your view? With the details you have given, without knowing more, you're basically done and fine once you deliver the product. – A.fm. Nov 1 '18 at 3:01
  • @A.fm. "you and your client to discuss changes and, if they are going to take longer than originally planned, that person can accept or decline and it sounds like they have accepted". What I want to know is, do I need to document those in an amendment or not? Since our conversation about features to be removed and added were verbal and via text messaging. That's my only concern. – nTuply Nov 1 '18 at 3:07
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    Ohh, okay. Honestly, I didn't get that from your original question. I'd certainly document those conversations as it sounds like you have by keeping (I hope) the messages from the messaging app. If the contract says what you've stated above and you have those messages showing the client asking for x and you indicating it may take y longer and the client agreeing, it sounds like you should be fine. That said, none of this should be construed as legal advice! – A.fm. Nov 1 '18 at 3:20
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Can I actually amend the original contract now and say the end date changed to November 2nd 2018 and then amend some sections of the contract as well, to remove some sections and also to add some sections?

Changing the end date to November 2 is unnecessary, especially given the clause which allows you to modify the delivery date.

In general, changes to a contract need to be mutually agreed upon. As you intend to remove and add clauses, always beware of the doctrine of contra proferentem.

Without knowing what sort of changes you have in mind and what prompts them, if I were in your situation, I would let the October-5 contract reach its completion (by delivering on November 2), and then pursue a new contract with your intended changes for subsequent business with that client. That helps preempting ambiguity should any controversies arise. Besides, it is unlikely that the client would agree upon retroactive clauses anyway.

  • So, I can just let the contract end on October 5 and not change the date but still make an amendment for said contract to show that some features were removed and some were added without amending the end date, correct? – nTuply Oct 31 '18 at 20:48
  • No, don't make amendments to that contract at this point in time: you are delivering the project within two days, and as I understand it the contract is about that project. Unless you have a compelling reason that outweighs the risk of entangling matters of your current contract, just let it reach completion and ask the client to sign a new contract which will govern your subsequent work. – Iñaki Viggers Oct 31 '18 at 22:51
  • @nTuply If the contract specifies the features, and the required features have changed, then don't change the contract at all - just deliver the product with the (currently) required features. – Martin Bonner supports Monica Nov 1 '18 at 16:29

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