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A decision in Aqua Pool Renovations Inc. v. Paradise Manor Community Club Inc. illustrates some of the circumstances in which inaction, silence or implication can modify the terms of a written contract.

The case

In Aqua Pool, a contractor specializing in renovating swimming pools entered into a written contract with a country club to perform pool renovations. A representative of the country club's board of directors was appointed to sign the contract and oversee the work. According to the written contract, the renovations were to be completed by a certain date, and the contract provided that all change orders be in writing.

A dispute arose over payment of the contract sum when unanticipated problems with the pool renovation required additional work to be performed. The country club decided to withhold money because it believed the pool renovations were not timely completed. In response, the contractor brought suit against the country club to collect the contract sum as well as the costs associated with the additional work.

Both parties agreed that no written change orders were executed, but the contractor claimed that the additional work was authorized by the country club's representative. The country club claimed that because there were no written change orders, the additional work was not authorized.

The Court of Appeals of Louisiana examined the issue of whether the country club, through the actions of its representative, had in fact authorized the additional work.