I emailed a friend an executed copy of a legal agreement. I explined to here that I reserved the right to make changes to exhibit A & B. she signed the signature page of the contract and faxed it back to me. However, about a week later she emailed me and stated she will no longer negotiate and that any she is opting out of any existing agreements. She states that since I was going to make chnages to the initial contract she was not legally bound it it. Is this true? Why or why not?

I don't believe this is true. If you made changes and she didn't agree with them, then at that point she could opt out.

I assume that your provision that you reserved the right to change the exhibits was not actually a part of the contract.
But the cover email gives you an option to change the contract and I think it is implied that you also give her the right to change the contract, which she did she nullified it.
If you had put that clause in the contract, you would have to have addressed how cost impacts were to be addressed.
I think your contract will be considered a draft because it was open ended, because of the language in the cover.
That' s how I would see it based on the limited information available.

Well you have gotten two different opinions. Frankly I agree that it could easily go the way smearcase said, but it could also easily go the way I said. There are other factors involved that would dictate which way a judge goes.

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Originally Posted by ScottGem

Well you have gotten two different opinions. Frankly I agree that it could easily go the way smearcase said, but it could also easily go the way I said. ther are other factors involved that would dictate which way a judge goes.

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I'm a little baffled why anyone would sign a contract and agree that the other party would have the right to make "changes" in the exhibits - whatever the exhibits are. The usual course is to sign the contract as it is, initial the pages and then the contract is binding.

I don't think a Court will uphold a contract basically signed in advance (which this is) - you can't contract when you don't know what you are giving and/or getting. When you sign a contract all terms/conditions must be spelled out. I doubt you can sign a binding contract when that is not the case.

Of course I have no idea what the exhibits are or how important they are.

I've seen exhibits changed and contracts amended.

I'll be curious to see how this one plays out.