If a new contract is written, does it need to mention that it is replacing original contract?

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If a new contract is written, does it need to mention that it is replacing original contract?

If not, are the terms of the original contract still valid? The first contract was signed by an officer of the company. Can a new contract for services be written/signed 2 years before the first contract expires? Also, the second contract was signed by an employee who is not an officer of the company.

Asked on June 4, 2019 under Business Law, New York

Answers:

S.L,. Member, California Bar / FreeAdvice Contributing Attorney

Answered 1 year ago | Contributor

Although generally a new contract is not required to state that it is revoking or replacing a prior contract; however, in your situation, language that the new contract revokes the prior contract should be included because the original contract won't expire for two years and this will avoid confusion over which contract is in effect if there is any conflict over the provisions of the two contracts. 
A separate issue regarding the second contract is its validity because it was signed by an employee instead of an officer of the company. If the employee did not have the authority to sign the contract, this would be a defense to enforcement of the second contract. If the second contract is invalidated, then the first contract and its provisions are still in effect.


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