Is a contract valid if one of the parties unilaterally changes a material term?

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Is a contract valid if one of the parties unilaterally changes a material term?

I signed a contract to purchase a townhouse with a closing date of 07/30. I found out on 07/11 that the seller hand changed the closing to 06/30 without my knowledge or consent, when he signed the contract (which he initialed and I did not). I did not have financing on 06/30. Am I still obligated to purchase this property?

Asked on July 15, 2011 under Real Estate Law, Florida

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 10 years ago | Contributor

The contract is not legally valid with the change:  one party to a contract may NOT unilaterally change any terms or conditions of it. The very definition of a contract, so to speak, is that agreed-upon terms bind both parties. Depending on the exact circumstances, you may 1) possibly be let out of the contract; or 2) may be able to enforce the contract as originally written and mutually agreed to. This is something to discuss with an attorney.

As a practical matter, if the other party could show that you did agree to or accept the change, it may be possible for it to hold you to the change, though from what you write, it would appear that the balance of evidence (i.e. the other party signed after you; you did not initial the change) is on your side. This is something else---the strength of the case--you can discuss with an attorney.


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