That Wasn’t in the Contract — Or Was It?

You signed a written contract. You know what’s in it. So how are you now being sued—or expected—to follow through on promises that were never on paper?

In contract disputes, this situation comes up constantly. Clients are blindsided by verbal promises, side emails, or informal additions that the other side now claims were part of the deal.

How Courts Handle “Outside the Contract” Terms

Courts in New York and New Jersey may consider additional communications if:

• The contract is ambiguous or incomplete
• The written agreement lacks a clear integration or merger clause
• Both parties acted as if new terms were accepted (course of conduct)

That means those follow-up texts or offhand comments may not be as harmless as you think.

When “Informal Add-Ons” Become Legal Landmines

1. Side emails changing scope or deadlines
2. Oral promises to waive or extend performance
3. Post-signature messages about bonus payments or additional services

If your contract didn’t limit outside modifications, or you acted on the new terms, you may be stuck with them—whether you agreed or not.

How to Protect Your Business

• Include a strong integration clause that says the written contract is final
• Require modifications to be in writing and signed
• Be consistent—don’t act on new terms without a formal amendment

Get Contract Clarity—Before It Becomes a Dispute

At JDE Law Firm, PLLC, we review, revise, and enforce business contracts that protect our clients against scope creep, loose language, and unexpected liability. If you’re facing a dispute over something that wasn’t “technically” in the contract—we’ll help you fight back with strategy and strength.

📞 NY: 718-966-0877 | NJ: 732-490-7120

👉 Book a Contract Enforcement Consultation