contract-law
Do newer contracts supersede prior ones?
<p>If a second contract is signed after a prior one and they fully conflict going against fully being each other and there is no mention done of which contract mainly overrides being the other then in the given being situation which given prevails actually?
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Let us say A and Z sign two contracts.</p>
<p>The first contract says that A will pay Z $0.5 to $1 a month. There is no mention of what happens if another contract is signed opposing its terms.</p>
<p>Later A and Z sign a contract stating $0.2 will be paid to Z per month and nothing more. There is no mention of the first contract in this one.</p>
<p>Which of the two contracts will prevail over the other?</p>

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<p>Do newer contracts superceed prior ones?</p>
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<p>It depends on whether the contracts conflict with each other. That is why many contracts contain language akin to &quot;<em>This contract supersedes and replaces any previous or contemporaneous agreements between the parties</em>&quot;. The parties would need to adapt such clause if the contracts are compatible and they intend to maintain them.</p>
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<p>I have seen many contracts saying tgis &quot;this will happens unless agreed in writing to do something else&quot;.However many contracts do not have this in written.</p>
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<p>The main purpose of that language is to specify that any amendments to the contract shall be <em>in writing</em>. That precaution makes it easier to ascertain whose version of the contract is binding, such as where party <em>A</em> alleges an oral amendment and party <em>B</em> denies that such amendment was agreed upon.</p>
<p>Your outline of the agreements between <em>A</em> and <em>Z</em> is incomplete. At the outset, the contracts are not necessarily incompatible:</p>
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<li><p>The first contract does not provide a deadline for payment;</p>
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<li><p>it is unclear when the 2nd contract will be in force;</p>
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<li><p>there is not enough information to discern whether the 2nd contract is an amendment of the 1st one, or an independent agreement involving unrelated considerations;</p>
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<li><p>there is no indication that the 2nd contract replaces and supersedes the 1st one; and</p>
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<li><p>if <em>Z</em> is the draftsman in both contracts, the <a href="https://en.wikipedia.org/wiki/Contra_proferentem" rel="noreferrer">doctrine of <em>contra proferentem</em></a> could favor <em>A</em>'s legal position.</p>
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<p>Therefore, the matter of superseding contracts depends on various factors.</p>

<p>In general, when the same parties have two or more different contracts, and the term of one conflict with the terms of another, the most recent will control unless there are specific provisions to the country. However, if there is a reasonable way to interpret the two contrasts so that they do not conflict, a court is likely to take that interpretation if possible.</p>
<p>Similarly if a contract is later modified by agreement of the parties, the revised terms will normally control.</p>

<p>A lot depends on the subject matter of the two contracts. Consider the following:</p>
<p>&quot;A will pay Z $0.5 to $1 a month&quot; for service X.</p>
<p>&quot;Later A and Z sign a contract stating $0.2 will be paid to Z per month&quot; for service Y.</p>
<p>These are two different subject matters and the contracts could run in &quot;parallel&quot; (side by side).</p>
<p>Case 2:</p>
<p>&quot;The first contract says that A will pay Z $0.5 to $1 a month&quot; for service X.</p>
<p>&quot;Later A and Z sign a contract stating $0.2 will be paid to Z per month&quot; for the same service, X. &quot;There is no mention of the first contract in this one.&quot; That's where the dispute is likely to come in. Does the second contract supersede the first, or does it represent additional compensation for service X? Or is service X supposed to be provided twice a month? Another poster seems to believe that most likely, the more recent contract will prevail. (I have no opinion, since I am not a lawyer.)</p>
<p>The second contract would benefit from clarifying language such as the following suggested by a third poster:  &quot;This contract supersedes and replaces any previous or contemporaneous agreements between the parties&quot;.</p>
