Does contract approval have to be in writing to be valid?

When is written approval required?

Many contracts include clauses stating that any changes or approvals must be in writing. If your contract has this type of clause, it usually controls how updates must be handled.

In those cases, verbal approval may not meet the contract's requirements, even if both sides discussed and agreed to the change at the time.

Why is verbal approval risky?

Verbal agreements can be hard to prove. If one party later denies the conversation, there may be no clear evidence of what was agreed.

This creates uncertainty and makes it difficult to enforce the change. Written approval avoids this problem by providing a clear, shared record.

Are there any exceptions?

In some cases, verbal changes may still be enforced based on what the parties actually did.

For example:

• Waiver (one party chooses not to enforce a contract requirement).
• Reliance (one party reasonably relies on the other's promise).
• Partial performance (the parties start acting on the change).

These situations depend on the facts and can be harder to prove. In most cases, written approval is still the safest option.

What to do next...

1. Check your contract for any "written approval" requirement.
2. Look for any emails or messages that support the verbal agreement.
3. Avoid relying on verbal approvals for contract changes.
4. Confirm changes with a signed written amendment.

What to consider in your specific situation

While verbal approval may seem sufficient, your situation may depend on several factors.

• Whether the contract requires written approvals or amendments.
• The type and importance of the change.
• Any written follow-up confirming the verbal agreement.
• The availability of evidence supporting your position.
• Local laws that may affect enforceability.
• The risk of dispute between the parties.

Since every situation is different, consider more information through Rocket Copilot, a Legal Pro, or a legal document review to move forward with confidence.