So the question is, can you create a contract that will prevent you and other persons involved in from amending it?

Let's assume that two parties agree on

2 Answers 2


No. Whatever clauses and terms existed in this contract, a second contract between the parties could modify it to remove such a clause, or to directly make such an amendment, or to annul the contract entirely.

You can make it a requirement that amendments be unanimous among the parties (as opposed to e.g. unilateral, allowing one party to make certain changes, variously without approval or without notice).

Such a clause may also be unenforceable for another reason, but this doesn't fit any of the general points for unenforceability, except perhaps being against public policy if a jurisdiction happened to regulate contracts to that degree.


can you create a contract that will prevent you and other persons involved in from amending it?

It can be entered, but enforcement thereof is a non-sequitur if all the parties to that contract agree void, rescind, terminate, replace, or indeed amend it. An agreement --which may be in the form of settlement-- to that effect implies that all the parties waive their otherwise viable claim(s) of breach of contract regarding the no-amendment clause.

An unforeseen change of circumstances could result in impracticability and/or frustration of the purpose of a contract. That could result in discharging a party's remaining duties to render performance. See Restatement (Second) of Contracts at § 261, 265-266. In that case, most likely the parties would be better off by waiving enforcement of the no-amendment clause than by coping with the non-performance of clauses which are more important. After all, reasonable people would not enter a contract of which the most important element is its no-amendment clause.

You must log in to answer this question.

Not the answer you're looking for? Browse other questions tagged .