The Change Order Trap: Why Verbal Approvals Don’t Hold Up in Court

Every contractor has been there: the client asks for extra work, says “go ahead, we’ll take care of it later,” and promises the change order will be signed soon. Then the dispute hits—and that verbal approval vanishes. In court, those conversations rarely count for much.

The Costly Reality of Verbal Change Orders

Change orders are the backbone of project adjustments—scope, cost, and time. But courts in New York and New Jersey enforce written change order clauses strictly. If the contract requires written approval before extra work, verbal agreements or after-the-fact invoices often fail, even if the work was completed and beneficial.

Why Courts Reject Verbal Changes

• Contract Language Controls: Clauses requiring written approval are interpreted literally. No signature, no compensation.
• Lack of Proof: Even text messages or casual emails often don’t meet the “formal written change order” standard.
• Policy Favoring Predictability: Courts want clarity—verbal promises open the door to disputes about what was actually agreed upon.

Exceptions: When Contractors Can Still Recover

There are limited exceptions. Courts may allow recovery under quantum meruit (the value of work performed) if:

• The owner clearly knew about and accepted the work, and
• There’s evidence the work was beyond the original scope, not required by the existing contract.

But these cases are the exception—not the rule. They’re hard to prove and expensive to litigate.

How to Avoid the Trap

• Follow the Contract: Don’t lift a hammer or pour a yard of concrete until the change order is signed.
• Use Digital Approvals: If delays are common, set up an email or e-signature protocol for real-time authorization.
• Keep Written Records: Even small changes—like extra electrical outlets or paint upgrades—should be documented.
• Train Project Managers: The biggest mistakes happen in the field. Ensure everyone understands change order rules.

Bottom Line

Verbal change orders might keep the project moving, but they destroy leverage in court. A contractor who documents every change order protects profits, reduces litigation risk, and commands respect at the negotiation table.

At JDE Law Firm, PLLC, I help contractors and business owners enforce contracts that protect their time, their money, and their reputation.

📞 NY: 718-966-0877 | NJ: 732-490-7120

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