Do the terms of a later signed contract govern work undertaken before execution?
A later formal contract may govern work undertaken from an earlier commencement date. The signed wording and the parties' objective intention determine whether it supersedes any prior bargain.
The signed contract will ordinarily govern earlier work where it is expressed or objectively intended to operate from commencement and to supersede the prior arrangement
If work began without a concluded contract, a later signed agreement may operate retrospectively without difficulty. If an earlier binding contract already existed through quotation and acceptance, the later instrument may still replace it. The court will examine the signed terms, effective date, entire-agreement wording, order of precedence, negotiations and performance. A party seeking to preserve inconsistent earlier terms must establish that this was the parties' objective intention.
| Issue | Position |
|---|---|
| No earlier binding contract | Later agreement may govern from the stated commencement date |
| Earlier binding bargain | Later signed instrument may vary or supersede it |
| Express effective date | Strong evidence of temporal scope |
| Inconsistent earlier terms | Do not assume they survive execution |
| Reservation required | Any preserved term should be stated expressly in the signed agreement |
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