Verbal Agreement vs Written Agreement A Landlord and Tenant negotiated a lease agreement of a store premise in a commercial property. The agreement underwent several iterations with massive changes in between each iteration. These earlier drafts of the lease agreement no longer exist. Prior to signing the final draft of the lease agreement, the Tenant specifically asked the Landlord representative who would be responsible for the removal of fixtures attached to the premise (e.g. wall shelves, etc.). The Landlord representative said that the Tenant would not be responsible for those. This was witnessed by the Tenant's real estate agent. The lease has now expired. As it turns out, buried deep in the lease agreement, is a clause that specifically states that the Tenant is responsible for the removal of those fixtures (even if the Tenant was not the one who installed those fixtures). The Tenant and the Tenant's real estate agent do not recall this clause in the earlier drafts of the lease agreement. Nonetheless, the Tenant did sign the agreement not knowing that the clause obligating the Tenant to remove the fixtures existed. Generally speaking, without factoring the country of jurisdiction, what legal arguments does the Tenant have? Assume that both verbal and written agreements are equally enforceable.
In general, the express terms of the lease signed supersede all prior negotiations of the parties, except to the extent that the particular language in question in the lease is ambiguous. This is called the parol evidence rule (which is the law in all U.S. jurisdictions although it has been expressly rejected in Israel). The parol evidence rule expressly makes a written agreement supersede a verbal agreement, rather than making them equally valid. Also, even if both agreements had been written, generally speaking, the last and final version of the agreement will supersede earlier versions of the agreement. The best defense would be along the lines of fraud-in-factum or fraudulent inducement, i.e. that this term was slipped into the final draft in a manner expressly intended to mislead the signing party about what was being signed. I've won one case where this happened (where there was extensive email correspondence between business lawyers regarding the changes that would be made in each draft and there the version signed did not correspond to the last version signed electronically in a very long document on paper and there were other indicia of fraud), but by far the more common outcome is to bind the party signing the document (especially in a commercial context) and to consider failing to carefully read all terms of the final draft to be negligent on the part of the party signing the contract. Arguably, there might also be a malpractice claim against the lawyer for the tenant for missing this change in a material term before the contract was signed.
If you had an agreement that amounts to a contract, it is binding even if it was informal. However, if your agreement was not in writing, it might be hard to prove. You can easily prove that you transferred money to the other party. But can you prove that it was a loan an not a gift? And even if it is agreed to be a loan, if no repayment time was specified, what says that the debt is due now? Was the agreement really for a loan repayable on demand? The court would have to determine what your real contract was, or what contract can be implied from the actions of the parties. Also, if you are in a common-law jurisdiction, there could be a question of what consideration there was for the loan. Without consideration, there is no valid contract in such a jurisdiction. Perhaps a promise to repay could be treated as sufficient consideration. Small-claims courts do deal with unclear verbal contracts on a regular basis, but the outcome will depend on the facts of the case, and on the details of local law. It might be wise to consult a local lawyer with small-claims experience. A single consultation should not be too expensive. In response to comment If the &quot;written binding agreements&quot; include a statement from the other person that this is a loan, and a promise to repay it, you are in a stronger position than I had thought from the original question. The question for the court would be, since there was no due date agreed, what is a reasonable date to impose. The court might treat it as a loan repayable on demand, or specify some particular date for repayment.
What would you suggest I should do in this situation? Do not sign the NDA and do not get intimidated by Mr A. Instead, think about how you can prove the terms you two already agreed. Mr A is trying to override the initial agreement with one which clearly is more favorable to him. Your problem is that proving the terms of a verbal agreement is quite difficult, especially once the counterparty's/partner's attitude has worsened that much. This is why you two should have signed a contract at an earlier stage. Hopefully at least some your communications with him are in writing, since the substance of those records might support your account of the facts and therewith a fact-finder could infer the terms of the initial agreement. In those communications Mr A might have inadvertently said something that weakens or defeats his legal position. Depending on how much your friend knew about the matter, you might also want to secure an affidavit from him, any written communications you had with him in that regard, and also ask him (in writing) to preserve records of any communications he has had with Mr A from the time your friend was making the connection that led to this partnership. That being said, it is important to emphasize that these lines of action will be unavailing if you agree to Mr A's new terms.
Most Likely Yes to both. It really depends on the nature of your agreement, oral agreements are as legally binding as written ones, but as a matter of evidence in court written contracts are of course better. So looking at your agreement: did you agree to pay the full amount, in return for a place to study? Or did you specifically agree to pay on a rolling basis, where you pay for however long you actually study? I would believe that you had agreed to the first type of agreement, since that is what most study contracts are. And if that's the case: You pay to be allowed to attend, whether you actually attend or not isn't important. And even if you pay on a rolling basis, I would think in a lawsuit the court would find that - judging on previous payments - you'd have agreed to pay on a per semester basis, meaning that the incomplete semester would round up and you would still have to pay for it. I would lean yes to the 2nd question (but im not sure so anyone with more info please chime in). This answer can be more useful if you be specific about the terms and conditions of your study
In any legal dealing, there is always some risk. The signature constitutes definitive proof that you have a contract, but you still have a contract, because you have mutual acceptance. A far-fetched scenario is that the lessor could allege that they did not agree to the terms of he contract with you (perhaps claiming that you obtained a blank contract form from them and filled in details, but they didn't agree to those details). However, if they allow you to move in, that is sufficient constructive evidence of a contract, so they could not argue &quot;We didn't agree to this&quot;. The main risk would be your lack of proof that they ever agreed to lease the place to you (no emails, no texts, no witnesses, no legally-recorded conversations). There may be specific state laws about providing a copy of the rental agreement, such as this California law, where they must provide a copy to the tenant within 15 days of execution by the tenant. This provides a collection of relevant state laws, though you may have to dig a bit because this is a hook into all of the laws about leases and not just about providing copies.
Note that in the Duval case the landlord was prevented form approving the alterations only because there was also a provision in the leases of other tenants providing that any of them could require the landlord to enforce the agreements. In paragraph 41 of the judgement it is said that: Dr Duval accepts that, absent clause 3.19, the landlord and lessee would be free to agree a waiver of an absolute covenant or a licence to carry out a piece of work that would otherwise amount to a breach of its terms, but contends that in this case and as a result of the inclusion of clause 3.19 in each of the leases, any such waiver is precluded unless all of the other lessees agree to waive their rights. Put another way, by undertaking to enforce the covenants of the lease, the landlord has undertaken not to do the opposite, namely to license breaches of covenant. She argues that, were it otherwise, clause 3.19 would be ineffective. And this contention was eventually upheld. In paragraph 59 (the final paragraph) the court wrote: ... By contrast, clause 2.7 is directed to more fundamental works which go beyond routine alterations and improvements and are intrinsically such that they may be damaging to or destructive of the building. These are the kinds of work which it is entirely reasonable to suppose should not be carried out without the consent of all of the other lessees. In short, the landlord could have approved the work, even in the face of an absolute covenant, butr for the presence of the further covenant with other tenants to enforce the absolute covenant . Even then, the work can be done provided that all of the tenants approve. It would seem from this judgement that substituting the lawyer's statement &quot;without consent of the landlord&quot; for the older absolute form would permit such changes to be made if the landlord consents, and such consent apparently may not be unreasonably withheld. However, under the older absolute form, the consent of the other tenants might also be required, if there is a provision similar to clause 3.19 in the Duval case by which the landlord promises enforcement to other tenants. In the absence of a conflicting contract with others, a landlord and tenant can agree to modify a lease or tenancy agreement in any lawful way. In the Duval case there was such a conflicting contract.
Your title doesn't quite match your question. "Reneging" would mean saying that a lease would be offered at the reduced rent, and then not offering the lease. Here, they offered the lease, and you accepted. So now the question is not whether they can refuse to offer you the reduced-fee lease, but whether they are owed the back rent. Verbal agreements are indeed binding, but they are rather sticky from an evidential point of view. Also, there are other possible complications. If your original lease stated that verbal agreements are not binding, or that only specific people are authorized to modify the terms and the person you talked to is not such a person, then this is not binding. If after they said you could keep the rent reduction, you signed a lease for the full amount or otherwise indicated acceptance of the full amount, then it may be considered not binding. Even if the agreement is not binding, you have further arguments. If you believed that it was binding, and did so out of good faith, then there was not a meeting of the minds, and they can't go after you for breach of contract. They may have other claims, such as damages if they can show that they could have gotten more money from another prospective client, but them accepting the rent makes that difficult to pursue. Now, again, verbal agreements do have evidentiary problems. If your case were nothing than your word claiming that they agreed, you would not have much of a case. But here, you have: -They were willing to take the lower rent for the initial period -You stated that you would leave unless given a continued discount, and you stayed -They didn't make any attempt to collect the full rent for three months -They are willing to give you the discount if you pay the back rent All of this points rather strongly towards your claim being true. You also say "this situation is not unique to me." It's not clear what they means, but if other tenants also got verbal assurances that the discount would continue, and they testify to that effect, then your case is even stronger.
Contracts do not have to be written and signed on pieces of paper, except in a few cases specified by law. Writing style (ordinary style of talking vs. high-register formulaic language) does not affect the validity or a writing in contract law. You do have something in writing. What matters most is what he actually said (exact words, not your belief of what it must have meant), and how it relates to any existing contractual obligation. For example if the message says &quot;You're fired, turn your badge in at the desk. I'll think about giving you two weeks pay&quot;, that's not an enforceable promise. But your existing contract might say &quot;You get 2 weeks severance pay when we fire you&quot;, and that can't be walked by by saying &quot;I'll thinking about it&quot;. And it also depends on whether there are any laws mandating severance pay (but California does not have any mandatory severance pay law).