contract-law
Priority between signed contract and adoption agreement
<p>When a contract is signed, then the adoption agreement (that is supposed to mirror the contract) has a conflicting statement, which takes priority?</p>

<blockquote>
  <p>which takes priority?</p>
</blockquote>

<p>Based on the context as stated in <a href="https://law.stackexchange.com/questions/37168/priority-between-signed-contract-and-adaption-agreement?noredirect=1#comment67017_37168">your comment</a>, I assume that the client is <strong>not</strong> the draftsman of the contract. In that case, the client is free to choose the statement in the contract or the one subsequently furnished to him via the adoption agreement. This outcome is akin to --or consistent with-- the doctrine of <a href="https://en.wikipedia.org/wiki/Contra_proferentem" rel="nofollow noreferrer"><em>contra proferentem</em></a>.</p>

<p>See also the <a href="https://www.nylitigationfirm.com/files/restat.pdf" rel="nofollow noreferrer">Restatement (Second) of Contracts</a> at § 215:</p>

<blockquote>
  <p>where there is a binding agreement, either completely or partially
  integrated, evidence of prior or contemporaneous agreements or
  negotiations is not admissible in evidence to contradict a term of the
  writing.</p>
</blockquote>

<p>Thus, bringing up the existence of the [previously] signed contract would not help the company's attempt to invalidate the conflicting statement in the [subsequent] adoption agreement. Instead, it is likelier for the conflicting clause of the agreement to be cognizable as waiver of what was stated in the contract.</p>

<p>Perhaps the draftsman of the adoption agreement could prevail on grounds that the error in the adoption agreement would lead to an absurd outcome, but that requires a more detailed knowledge of the circumstances. If the adoption agreement is detrimental to the company/draftsman, the best approach is to amend it as soon as possible.</p>

<p>A situation where the adoption agreement is detrimental <em>to the non-draftsman</em> of the contract sounds in company's unilateral alteration of the contract. As such, it would be unenforceable because it cannot be said that the client agreed (or would be reasonable for him to agree) upon the new, detrimental clause which is inconsistent with what he signed.</p>
