Changes to Written Contracts Should Also Be In Writing

Judge Gerald A. Williams
North Valley Justice of the Peace

It is a basic legal principle that a written contract cannot be modified verbally. Stated another way, a written contract is the best and final evidence of the agreement. In most cases, it cannot be contradicted. That seems to make sense, but why does it matter?

Nearly every day, people are told that they can make some type of verbal side agreement to a written contract. Unfortunately, they are usually being told this by the party who wrote the written contract. Sometimes this practice produces unfair results.

For example, say you had an unexpected bill that keeps you from paying your rent on time. You tell this to someone who works in the office at the apartment complex and that employee tells you not to worry, you can pay your rent a week late.

If the landlord files an eviction action for nonpayment of rent, the judge (even if he or she believes you) will most likely not be persuaded by your claim that you were told verbally that you did not need to follow the written lease. Why? Because verbal modifications to a written lease are not binding.

(If you find yourself needing more time to pay rent, then enter into a written partial payment and non-waiver agreement with your landlord. Every apartment complex in the Phoenix area should have access to one.)

In addition to not being binding, testimony concerning verbal modifications to written agreements may not even be admitted into evidence. This is due to something called the parol evidence rule.

The parol evidence rule has a confusing name.  It concerns neither parole nor prisons. It dates back to concepts when someone’s verbal word was good enough, even to the point of being released as a prisoner of war on the promise that you would not fight again.

In modern times, and in this context, it means that oral promises made in connection with a written contract generally cannot be considered by a court unless the language of the written contract has more than one possible meaning.

What all this means is that whether you are renting an apartment, buying a car, or doing anything involving a written contract, get any changes in writing. Doing so may avoid hassles later.           

Judge Gerald Williams is the Justice of the Peace for the North Valley Justice Court.  His column appears monthly in The Foothills Focus.