contract-law india adhesion-contracts
If extra terms are added to a contract by email, is it considered valid/legal?
<p>This is for a software consulting position for 6 months in India. During the interview, I mentioned to the tech manager that:</p>
<ol>
<li>I can work only for a limited number of hours per day due to a health restriction.</li>
<li>I cannot put in extra hours even if there's a deadline.</li>
</ol>
<p>The manager verbally agreed to this.</p>
<p>The consulting agreement from their company was sent to me, and it does not mention these conditions. It says &quot;<em>Consultant shall devote full time to performance of the services</em>&quot;.<br />
Under &quot;Supervision of services&quot;, they mention &quot;<em>The nature and frequency of these reports will be left to the discretion of the company</em>&quot;. The &quot;reports&quot; are about me reporting to the manager.</p>
<p>The contract also mentions &quot;<em>This agreement may be executed in any number of <strong>counterparts</strong>, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement</em>&quot;.</p>
<p>When I asked HR to include the terms of my health condition in the contract, he said it's a standard contract and he can't modify it, but I could send an email to the manager about the conditions and he'd confirm that he's ok with it. Then the email would be printed out and added to my file.<br />
Is such an email the equivalent of the &quot;<strong>counterparts</strong>&quot;? Would it be legally binding and valid as a part of the agreement?</p>

<p>As the answer by Iñaki Viggers says, a <em><strong>counterpart</strong></em> is a copy of the whole contract, not an addition or modification to it.  A would-be modifying email is not a counterpart nor does it automatically modify the contract.</p>
<p>However, it is always legal for the parties to a contract to modify it by mutual agreement. Email is now considered a written communication.</p>
<p>Thus if one party (here the consultant) sends an email <strong>after</strong> the contract is signed, indicating that it is a modification of the contract (referencing that by data and title) and insists on a signed copy of this being returned, that will constitute  a modification of the contract, if a company representative complies.</p>
<p>Alternatively one might send an email after the signing saying &quot;It was my understanding, based on our pre-signing discussions, that the contract would be understood as providing that I would not be required to ... and I did not intend to be bound by any contract to the contrary.&quot; That would help establish the content of the &quot;meeting of the minds&quot; that is essential to a valid contract.</p>
<p>Or one could refuse to sign until the contract is modified to meet the verbal agreement. But it might well be that the company in that case declines to sign and the job is lost.</p>
<p>There is nothing legally preventing a company from modifying its standard contract. But because this will involve extra time and effort on the part of its legal team to review the modified contrast, extra administrative costs to keep track of the different provisions and what rights the company has in relation to a particular contractor, and possibly extra legal risks going forward, many companies, particularly large ones, will simply refuse to modify their standard contracts, and just offer them on a take it or leave it basis. In that case a person wishing to do business with the company must evaluate the risk of accepting the company's contract terms as-is, and trusting that they will not be enforced to the letter. There is no perfect solution to this problem. Legally the choice is to accept or not, if the company declines to negotiate. If one accepts, then the agreement signed is binding unless it violates law or is later modified by agreement.</p>

<blockquote>
<p>Is such an email the equivalent of the &quot;counterparts&quot;? Would it be legally binding and valid as a part of the agreement?</p>
</blockquote>
<p>No. <em>Counterpart</em> means <em>copy</em>, not an addendum. The clause provides that for evidentiary purposes any copy of the contract is equivalent to the original.</p>
<p>Stapling or simply appending to a signed contract an email will be useless because evidently the &quot;unmodifiable&quot; contract nowhere incorporates by reference or parties' signature/initials that email. This allows the company to deny that the email is part of the legal relationship.</p>
<p>HR's pretext for its reluctance to reflect in the contract your particular agreement with the manager is unreasonable because it is within the company's <em>freedom of contract</em> to modify its draft of a contract. If you sign that contract <em>as is</em>, it will supersede that prior verbal agreement.</p>
