When a contract is signed, then the adoption agreement (that is supposed to mirror the contract) has a conflicting statement, which takes priority?

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    Can you clarify what adaption (or perhaps adoption?) agreement means? is the agreement signed as well? I'm assuming the conflicting statement is material. – Iñaki Viggers Feb 12 '19 at 20:58
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    once a client signs the contract that outlines the specifics/guidelines of a member's account, we send the adoption agreement. This agreement is a shorter form than the contract and mirrors the terms. the conflicting statement concerns the use of the spending account. – Pat Feb 12 '19 at 21:04
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    For my curiosity, what purpose does the adoption agreement serve and in what jurisdiction is this standard practice? – George White Feb 12 '19 at 23:34
  • Normally there would be express language in one or the other or both of the relevant documents clarifying that point. Also, I edited spelling errors in the question that contributed to confusion based on a comment from its author. – ohwilleke Feb 13 '19 at 0:01

which takes priority?

Based on the context as stated in your comment, I assume that the client is not the draftsman of the contract. In that case, the client is free to choose the statement in the contract or the one subsequently furnished to him via the adoption agreement. This outcome is akin to --or consistent with-- the doctrine of contra proferentem.

See also the Restatement (Second) of Contracts at § 215:

where there is a binding agreement, either completely or partially integrated, evidence of prior or contemporaneous agreements or negotiations is not admissible in evidence to contradict a term of the writing.

Thus, bringing up the existence of the [previously] signed contract would not help the company's attempt to invalidate the conflicting statement in the [subsequent] adoption agreement. Instead, it is likelier for the conflicting clause of the agreement to be cognizable as waiver of what was stated in the contract.

Perhaps the draftsman of the adoption agreement could prevail on grounds that the error in the adoption agreement would lead to an absurd outcome, but that requires a more detailed knowledge of the circumstances. If the adoption agreement is detrimental to the company/draftsman, the best approach is to amend it as soon as possible.

A situation where the adoption agreement is detrimental to the non-draftsman of the contract sounds in company's unilateral alteration of the contract. As such, it would be unenforceable because it cannot be said that the client agreed (or would be reasonable for him to agree) upon the new, detrimental clause which is inconsistent with what he signed.

  • The Restatement (Second) of Contracts is available here, now that the law firm of the link in this answer removed that resource and posted some useless "overview of contract law" instead. – Iñaki Viggers Jan 3 '20 at 15:41

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