Addendum not signed by seller; how does this affect contract viability, effective date, etc?

Asked over 2 years ago - Washington, DC

Hello,

I signed an addendum to the purchase agreement but the seller had not and as far as I know has still not signed it. The addendum states that it is 'incorporated into the Agreement by his reference. All other terms and conditions of the Agreement shall remain in full force and effect. This Addendum is not a novation of the Agreement."

My question is: I want to back out, for a variety of reasons. They were the ones who gave me the Addendum in person to sign, which I did (it changes the assigned storage space that was listed in the original agreement). But the space for the Seller to sign is blank and they never sent/emailed etc. me a signed copy. Does this break the contract since the effective date is based on the time the Seller signs the Agreement?

Attorney answers (3)

  1. Nicholas Bernard Proy

    Contributor Level 12

    1

    Lawyer agrees

    Answered . In order to answer this question properly, someone would need to review the original contract and the addendum. I'm guessing this is for a real estate purchase, but also knowing the subject matter of the contract would help.

    Also important are the reasons that you want to back out of the contract because you might be able to get out of the contract in a different way.

    However, generally, the original contract is still in effect and the modification is not in effect until ratified/signed/executed by both parties. However, if your original contract has an expiration date and the addendum has not been ratified by that date, the contract may expire.

    If you really want to get out of this contract you should consult with an attorney so (s)he can review your contract and addendum and let you know where you stand.

    Licensed in MD, PA and DC. This is not legal advice. I am not your attorney. You should consult with an attorney... more
  2. Mark William Oakley

    Contributor Level 18

    1

    Lawyer agrees

    Answered . What you describe is a classic "offer and acceptance" scenario. They offered terms of a contract in the form of an addendum, and you accepted those terms when you signed and returned the addendum. Ordinarily, you are now bound by your acceptance. The only way out is if the addendum stated it was not valid and binding until countersigned by the other party and returned to you, or some such provision. You could always try to notify them in writing that you have withdrawn your "offer" to accept the addendum since they have never counter-signed and ratified the addendum, and now consider it to be null and void. They may disagree with you, of course, and then you have potential litigation over the issue.

  3. James P. Frederick

    Contributor Level 20

    Answered . Please see my response to your other posting. Given the fact that you wish to get out of this contract, you need to speak with a contract lawyer to determine what your rights and options are, at this point.

    James Frederick

    *** LEGAL DISCLAIMER I am licensed to practice law in the State of Michigan and have offices in Wayne and... more

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