Saturday, January 29, 2011
Pen and Ink Changes
When a change is required to an Agreement sent for signature, sometimes a party will strike out or write in changed language and initial it. Assuming that you agree with the change, the cleanest way to manage these changes is to re-generate the Agreement with the changes included and have it re-signed. It is legal to make pen and ink changes. All pen and ink changes to the Agreement must be initialed by both of the individuals who are signing the Agreement at each point where a pen and ink change has been made. If only one party initials a change, the change has not been agreed upon.
A pen and ink change by one party would, under contract law, be considered a counter offer. If it is accepted by both parties initialing it, the agreement is formed with the change being part of the agreement. If its not initialed by both the parties, the counter offer has not been accepted and agreement has not been formed as there is not a meeting of the minds.
If there is any concern about the integrity of the Supplier, you may want to take the additional step of having both parties initial each page of the Agreement, Attachments, Exhibits and all other documents that make up the Agreement. This prevents the unscrupulous Supplier from removing a page and substituting another page with different content.