Securities
Subscription Agreement
California
Is it possible to modify a Subscription Agreement after it has been signed?
I recently entered into a Subscription Agreement with a company to purchase shares in their business. However, since signing the agreement, I have come across some unexpected financial circumstances that may prevent me from fulfilling my obligations under the original terms. I am wondering if it is possible to modify the Subscription Agreement to accommodate these changes, or if I am legally bound to the original terms of the agreement.
Answers from 1 Lawyer
Answer
Securities
California
Christopher N.
ContractsCounsel verified
January 11, 2023
The short answer, as with all legal questions, is: it depends. You can certainly propose modify or be reased from your obligations, and depending on the company, your circumstances, your relationship, and their financial position, the company may be willing to entertain accomodations. It doesn't hurt to ask. Be prepared, however, for "penalties," which could mean the loss of your entire investment, significant reductions in the amount of your investment, etc. You may want to consider approaching other investors to see they would be willing to purchase some or all of your stake -- perhaps at a greater value than the company would offer. We highly recommend you consult with a business or securities attorney to be advise you the specifics of your agreement and explore exit or other strategies. Good luck!
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I'm not sure if your subscription is for a consumer or a business product or service, because different rules can apply to each category of agreement. In the original agreement for subscriptions, there are often terms that state, "these terms are subject to change..." and then it will often tell you what the notice is. "Without notice, with 10 days notice, by mailing you the new agreement, etc" Not all agreements have this, but a lot of them do. When you agree to the subscription, (again is this consumer or business?) you agree to the terms. Whether the change in terms requires a particular notice can also be guided by the industry. Banking? Other highly regulated industries? Another consideration for notice could be, "what is the monetary value?" For a $10 sub with a generous cancellation policy there may not be a requirement for notice given. Without knowing the agreement, whether it is for a business or consumer and without knowing the value of the subscription, I have to use the words everyone dreads, "it depends." But, I hope this helps.
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