How can I revert a contract to pre-Covid terms? Frances Simm writes for The Times
02 July 2021
Having tweaked our contracts with several customers to reflect lockdown restrictions, we now want to revert back to the terms we had. I assume there’s a catch?
A: This is a very common scenario that many of our clients are grappling with. To change the terms of a contract, both parties must have agreed to the changes. Usually contracts will say they can only be changed by the parties putting something in writing. Sometimes contracts will also say that only someone of a certain seniority, i.e. the CEO, can agree changes to the contract.
It is also possible to change contracts by simply acting in a different way. For example, say you were a company that supplied fresh fruit to supermarkets each week. Because of an outbreak of Covid among factory staff, you aren’t able to pick and package the usual amount of fruit. Instead, you supply smaller quantities of fruit twice a week.
If the supermarket accepted your deliveries and continued paying you in the same way as it did before, this could be an agreed change to the contract (i.e. that you would provide smaller quantities more regularly).
If the supermarket accepted the fruit but at the same time said something about reserving its rights, this is unlikely to be an agreed change. You might also find the supermarket refuses to pay you the usual amount or tries to claim money from you if it has had to do something differently because of the more frequent deliveries. What is key is what is, or isn’t, said by both parties at the time the change occurs.
If you are comfortable that changes have been agreed, the next question is whether those changes are temporary or permanent. In our supermarket example, it seems sensible that when you are able to, you return to supplying fruit per the original contract, i.e. once a week. However, again, you will need to think about what exactly was said at the time you started providing fruit more often including whether anything was said about how long the changed schedule would remain in place.
You don’t need a lawyer to tell you that if you aren’t sure whether your changes are temporary or not, pick up the phone. By having an open discussion as early as possible, you will be able to establish if you can revert to the original terms of the contract, as you wish, or stick with the new terms.
This article was first produced for The Times Enterprise Network. Please note this article is behind a paywall.
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