Contracts Corner: Ensuring That Contract Revisions Are Binding

Source: Robin Roth, Senior Contracts Editor, Conferon, Inc.
E-Specs: September 3, 2001

When a hotel generates a signed contract for your group, it is presenting a legal offer. In order for you to accept the hotel’s offer and produce a mutually binding contract, one of the required steps is that you must sign and return it - without making any changes. The terms of the contract that are signed have to match the terms of the hotel’s offer: the "mirror image" rule. If you make any but the most minor changes to the hotel’s contract offer, you are technically rejecting the hotel’s offer and presenting a counteroffer to the hotel for their acceptance.

What does this mean in practical terms? It means that the hotel has to sign off on all of the changes you have made- and not make any new changes. If the hotel makes new changes, it is rejecting your counteroffer and making another counteroffer that you have to sign off on. It can get pretty complicated. If there are just a few changes, the contract can be finalized by having the changes initialed and dated in the margin by the accepting party(s). This step is a critical one to ensure that all contract terms are legally binding. More than just a few changes should necessitate the drafting of an addendum or a new contract.

(Note: This information is not intended to be "legal advice." A qualified attorney should be consulted to review all contract issues.)