This is a frequent question. Time and time again, agents inquire about executing an Amendment to an Agreement “after the fact”. So, “no” you can’t revive the old contract. What you can do is enter into a brand new Agreement.
Does an amendment have to be signed before a condition precedent timeline expires?
Example: home inspection condition precedent until Monday at 2PM; amendment to extend home inspection condition signed/sent after 3PM Monday? Does this work?
The Agreement of Purchase and Sale (APS) went null and void at 2:00 pm on Monday. There is no such thing as reviving the APS. Now, of course, you can revive the “deal”. All you really need is some new paperwork. That should be a brand new document, start to finish, but back in the day when papyrus documents were common and it took days to write them out, you could just change the dates and initials on the old document.
That wasn’t reviving the old APS, it was creating a whole brand new APS simply using the old paperwork.
Intention is important when it comes to contract interpretation. Courts will try to figure out what the parties intended in respect to a clause in an existing contract. Intention is irrelevant when it comes to contract creation and formation.
In this case, one party thinks there’s a contract and the other party doesn’t. Here, the rules related to contract offer and acceptance are strictly interpreted. No one cares that one party “intended” to enter into a contract.
Brian Madigan LL.B., Broker