In the whirlwind of activity, written agreements sometimes cannot keep up with business developments; and in the event of a dispute, the parties may find that their contracts do not say what they thought or do not reflect their actual practice. This can be frustrating and lead to uncertainty – are the parties bound by their original agreement or has the contract been changed? T and R entered into agreements for ten properties owned by T and operated by T as service stations. Some of these agreements were conditional contracts that provide for R to apply for a building permit for the construction of housing and offices above and around stations. They went on to continue that after obtaining a satisfactory building permit, T R would grant a construction lease. Once the development is complete, R would acquire the land ownership or a long stake in the emphyteutic lease, with a T-lease of the forecourt and store. The other agreements were options for R to enter into a conditional tree contract and non-conditional contracts. If the parties to an existing contract wish to change the contractual conditions at a later date, they can do so in every other way. One possibility is for the parties to accept the termination of the original contract and conclude a brand new one. However, it takes time and time, especially when it comes to large and complex commercial contracts. Another possibility is to establish a modification agreement in order to modify the existing contract by varying only a certain number of conditions, while preserving the majority of the initial conditions.
However, as always, there are exceptions to the rule. For example, the law requires that certain types of contracts be in writing. Therefore, amendments to these contracts must also be in writing. Examples include land sales contracts, assignment of benefits of a contract, guarantees and transfers of intellectual property rights. In addition, the initial agreement of the parties may expressly provide that it may only be amended in writing (for which, see below). In this case, the party arguing that the contract has been modified must demonstrate that there is clear conduct, inconsistent with the terms of the original contract and consistent only with the parties who have agreed to modify those terms. . . .