Can I amend a contract after end date

Question

I'm a freelance web developer and I entered into a contract with a client in August 2018. The contract was set to end and product delivered by October 5 2018. However, due to the client changes in ideas and work in progress, we went way past that end date and now I am only going to deliver the final work in 2 days.

Given that there is a clause in the original agreement which states that in case of changes in ideas and the work takes more time at my sole discretion, then the client will allow more time to deliver. All of that is good.

However, I want to change the end date of the Original contract to November 2 2018 but I am not sure if that's possible, given it's already past October 5.

Can I actually amend the original contract now and say the end date changed to November 2nd 2018 and then amend some sections of the contract as well, to remove some sections and also to add some sections?

Answer 1

A contract is terminated by performance when all parties have completed their obligations. So, when you have delivered and they have paid and any other obligations incidental to that have been completed (such as the expiry of any warranty or guarantee) then the contract has ended.

There are other ways of terminating a contract but they are (hopefully) not relevant here.

What you have in your contract is not an end date but a date by which you were obliged to complete one of your obligations. Not delivering by that date is technically a breach of the contract which would entitle the other party to sue.

However, there is a mechanism in the contract for varying the date for delivery which you have done and the client has agreed to. Note that there is an implicit term that you will exercise any powers you have under the contract (such as extending the delivery time at your "sole discretion") in good faith - if your client rejected your proposed revision and sued, you would have to demonstrate that the revised date was reasonable in the circumstances.

You should not unilaterally materially amend a written document that records a contract - doing so entitles the other party to terminate the contract.

Answer 2

Can I actually amend the original contract now and say the end date changed to November 2nd 2018 and then amend some sections of the contract as well, to remove some sections and also to add some sections?

Changing the end date to November 2 is unnecessary, especially given the clause which allows you to modify the delivery date.

In general, changes to a contract need to be mutually agreed upon. As you intend to remove and add clauses, always beware of the doctrine of contra proferentem.

Without knowing what sort of changes you have in mind and what prompts them, if I were in your situation, I would let the October-5 contract reach its completion (by delivering on November 2), and then pursue a new contract with your intended changes for subsequent business with that client. That helps preempting ambiguity should any controversies arise. Besides, it is unlikely that the client would agree upon retroactive clauses anyway.