Law
It is not in the contract. It was agreed in the meeting
A verbal agreement is a contract. The trouble starts when it runs into the written one. How thirteen countries treat an oral agreement that differs from the signed document.
The meeting ends the way it usually does.
“So we are good with that?” “Yes, let’s do it that way.”
There is already a contract. But the terms that actually matter get settled there, out loud. The deadline moves up, the scope grows a little, and somebody says “you can take care of this part too, right?”
Then, as the work wraps up, you hear it.
“Wasn’t this supposed to be included?”
A verbal agreement is a contract. The trouble starts when it runs into the written one.
How thirteen countries treat an oral agreement that differs from the contract
| Country | When the spoken agreement differs from the written contract |
|---|---|
| United States | Prior or contemporaneous oral terms excluded from a complete written contract. Later changes judged separately |
| United Kingdom | A “no oral modification” clause makes an oral variation ineffective |
| Canada | The written contract comes first. Courts split on “no oral modification” clauses |
| Australia | An oral variation can stand despite a writing requirement, on persuasive evidence |
| New Zealand | A writing requirement is only a presumption, displaced by strong evidence |
| India | Oral evidence contradicting the writing excluded. Later oral changes can be proved, except for contracts that must be written or registered |
| South Korea | The document is taken at its word unless there is clear, convincing counter-evidence |
| Japan | No written form needed to form a contract (codified 2020). Proof is on the parties |
| Spain | Freedom of form. Some contracts, such as real rights over property, go in a public deed |
| Mexico | Freedom of form. Where the law prescribes a form, the contract needs it to be valid |
| Chile | Contracts over 2 UTM: no witness proof of what was said before, during or after |
| Argentina | Contracts usually put in writing cannot be proved by witnesses alone |
| Italy | No witness proof of earlier or simultaneous side terms; later ones at the judge’s discretion |
These are the countries we checked. Ireland is left out because we could not confirm whether it follows the UK Supreme Court on this point, and Germany, France and Brazil are not here either.
Every one of them starts in the same place. A spoken agreement is a contract, but if there is a written contract, the writing comes first. Where they split is what happens next.
A spoken agreement is a contract
Contracts generally need no particular form. If there is an offer, an acceptance and the other ingredients, an agreement reached by conversation is binding. Japan wrote this into its Civil Code in 2020: unless a statute says otherwise, no written document is needed to form a contract (article 522(2)). Spain (Civil Code article 1278), Mexico (Federal Civil Code article 1832) and Argentina (Civil and Commercial Code article 284) all start from freedom of form.
The exceptions are set by statute. In the United States the statute of frauds requires a signed writing for contracts for the sale of land, contracts that cannot be performed within one year, promises to answer for someone else’s debt, contracts made in consideration of marriage, and an executor’s promise to pay the estate’s debts personally. Under UCC section 2-201, a sale of goods for $500 or more also needs a writing, with exceptions for specially manufactured goods, for a party who admits the contract in court, and for goods already paid for or delivered.
In England and Wales a contract for the sale of land must be in writing, contain all the agreed terms in one document, and be signed by both parties (Law of Property (Miscellaneous Provisions) Act 1989, section 2). A guarantee still has to be evidenced in writing and signed under section 4 of the Statute of Frauds 1677.
If there is a written contract, the writing wins
Most disputes happen here. There is a contract, and in a meeting the parties agreed something different.
In the United States, Canada and Australia, the parol evidence rule does the work. When a written contract is treated as the complete record of the deal, evidence of prior or contemporaneous agreements cannot be used to contradict it. Canada and Australia allow the surrounding circumstances to be used to interpret the words (Sattva Capital Corp v Creston Moly Corp, 2014 SCC 53; Codelfa Construction v State Rail Authority of NSW [1982] HCA 24), but interpreting a term is not the same as adding one that is not there. The High Court in Codelfa also noted that the rule does not apply to contracts that are partly written and partly oral.
India puts the rule in statute. Under section 95 of the Bharatiya Sakshya Adhiniyam 2023, which replaced section 92 of the Indian Evidence Act, no evidence of an oral agreement is admitted to contradict, vary, add to or subtract from the terms of a written contract. There are exceptions: facts that would invalidate the document, such as fraud; a separate oral agreement on a matter the document is silent on and that is not inconsistent with it.
South Korea gets to a similar place without a named rule. Its Supreme Court holds that once a signed contract is accepted as genuine, its contents must be taken at face value unless there is clear and convincing counter-evidence (2019Da245457, 30 September 2021).
Chile is the strictest of the countries we looked at. Under Civil Code article 1709, contracts worth more than two UTM must be in writing, and witness evidence cannot be used to add to or alter what the document says, nor to prove what was said before, at the time of, or after it was signed.
Changes made after signing are treated differently
“Wasn’t this included?” is usually a problem that arises after the contract is signed. The scope grows as the work goes on.
This is where the countries diverge. The parol evidence rule in the United States does not reach modifications made after the contract. India allows proof of a distinct subsequent oral agreement to rescind or modify the contract, unless the law requires that contract to be in writing or registered. Italy lets a judge admit witness evidence of later agreements only where they seem plausible given the parties, the nature of the contract and the circumstances (Civil Code article 2723).
Chile, as above, shuts that door too.
When the contract says “changes must be in writing”
Many contracts contain a line like this: “This agreement may only be varied in writing signed by both parties.” Whether an oral change survives that clause depends heavily on the country.
| Country | Oral change despite a “writing only” clause |
|---|---|
| United Kingdom | No effect |
| Australia | Can stand, on persuasive evidence |
| New Zealand | Clause is a presumption; strong evidence displaces it |
| Canada | Courts split; no Supreme Court ruling |
| United States | Common law: not strictly enforced. Sale of goods: clause enforced |
| Italy | Agreed written form presumed to be a condition of validity |
The UK Supreme Court held in Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24 that a clause requiring variations to be in writing and signed is effective. An oral variation has no contractual effect, even if both sides meant it.
Australia goes the other way. Since Liebe v Molloy (1906) 4 CLR 347, courts have been willing to find that parties varied their contract by words or conduct despite a writing requirement, where the evidence is persuasive. That position has continued after the UK decision.
New Zealand treats the clause as evidential rather than substantive. It creates a presumption that the parties did not intend to vary the contract informally, and strong and compelling evidence displaces it. New Zealand courts have also said the parol evidence rule does not stop proof of an oral variation that is itself a separate oral contract.
Canada has no Supreme Court authority. Some lower courts enforce these clauses, while the Ontario Court of Appeal has upheld variations made orally or by conduct despite one.
In the United States, courts applying the common law generally do not enforce these clauses strictly, although reliance can matter. For sales of goods, UCC section 2-209(2) makes the clause enforceable, subject to the waiver provisions in subsections (4) and (5).
Italy presumes that when parties agree in writing on a form for a future contract, they meant that form to be a condition of its validity (Civil Code article 1352).
In the end, it comes down to showing what was said
Across all thirteen countries, a spoken agreement is valid, but if it departs from the written contract, the person relying on it has to prove it. And that proof almost always comes back to what was said in the meeting.
Two things work in practice.
Send a message the same day. “As discussed today, we will include X and deliver by Y.” Even if the other side never replies, there is a record of how you understood the agreement when it was made.
Record the meeting you are in. Most US states allow a person taking part in a conversation to record it, and so does India. Some states, including California, require everyone’s consent. The details are in is it legal to record a conversation you’re in? and which states are strict. The practical problem is different: when you are the smaller party at the table, “mind if I record this?” is not an easy thing to say.
TalkSafe is an Android voice recorder that starts recording when it hears a word you set in advance. It works with the screen locked and saves the 30 seconds before it started, so you do not have to stop the meeting to ask or reach for your phone.
Why the original file and the opening seconds matter once a recording is used as evidence is covered in you have the recording, you still may not be able to use it. For freelancers in New York and Illinois, where the client is now required to put the deal in writing, see no written contract is now the client’s problem, not yours.
What this comes down to
- A spoken agreement is a contract, except where a statute demands writing, such as land and guarantees.
- If there is a written contract, it comes first. The person claiming a different oral deal has to prove it.
- Changes agreed after signing are treated differently from country to country. A “writing only” clause is strong in the UK and weak in Australia.
- Put what was agreed in a message the same day, or record the meeting you are part of.
For a personal loan agreed only by word of mouth, how long you have to recover it, and whether “I will pay you back” restarts the clock, is in you lent them money, now they say it was a gift.
When the spoken agreement is a job offer and the contract says something else, thirteen countries handle it in what you were promised at interview is not what the contract says.
This article is general information, not legal advice. Speak to a lawyer about your own situation.
Is a verbal agreement legally binding?
In most countries, yes. Contracts generally need no particular form, so an agreement reached by conversation is a contract. The exceptions are set by statute: in the United States the statute of frauds requires a signed writing for contracts such as sales of land, guarantees, agreements that cannot be performed within a year, and sales of goods for $500 or more, and in England and Wales a contract for the sale of land must be in writing and signed by both parties.
If the written contract says one thing and we agreed something else in a meeting, which one wins?
Usually the written contract. Under the parol evidence rule in the United States, Canada and Australia, and under section 95 of India's Bharatiya Sakshya Adhiniyam, evidence of a prior or contemporaneous oral agreement is generally not admitted to contradict a written contract that records the whole deal. The party claiming the oral agreement carries the burden of proving it.
Can a written contract be changed by a verbal agreement later?
Often, yes. The parol evidence rule in the United States does not apply to modifications made after the contract was signed, and Indian law allows proof of a distinct subsequent oral agreement to rescind or modify a contract, except where the law requires the contract to be in writing or registered. The difficulty is proving what was agreed.
What if the contract says it can only be changed in writing?
It depends on the country. The UK Supreme Court held in Rock Advertising v MWB in 2018 that such a clause is effective and an oral variation has no contractual effect. Australia has accepted oral or conduct-based variations despite such clauses where the evidence is persuasive, New Zealand treats the clause as creating a presumption that strong evidence can displace, and in the United States the clause is generally not strictly enforced at common law but is enforceable for sales of goods under UCC section 2-209.
How do I prove what was agreed in a meeting?
Two practical ways. Send a short message or email the same day setting out what was agreed, so there is a record of how you understood it at the time. Or record the meeting you are taking part in, where that is lawful where you are; most US states and India permit a person taking part in a conversation to record it, while some US states such as California require everyone's consent.
Is Chile or Italy different?
Both restrict witness evidence. Chile's Civil Code article 1709 requires contracts worth more than two UTM to be in writing and bars witness evidence of what was said before, at the time of, or after the contract. Italy's Civil Code bars witness evidence of added or contrary terms agreed before or at the time of a written contract, and allows it for later agreements only where the judge finds them plausible.
How does TalkSafe help keep a record of a meeting?
TalkSafe is an Android voice recorder that starts recording when it hears a word you set in advance. It works with the screen locked and saves the 30 seconds before recording started, so you do not have to interrupt the meeting to ask about recording or reach for your phone.