Change Order
Also known as: Change Request, Variation Order, Scope Change, CR.
What is Change Order?
A change order (or change request) is a formal instrument by which the parties to a contract agree to vary the scope, price, timeline or deliverables of the original engagement. Under South African contract law, variations must satisfy any non-variation clause in the main contract, per Shifren v SA Sentrale Ko-op Graanmaatskappy.
Drafted and reviewed by
Attorney & Founder, My-Contracts.co.za · Legal Practice Council of South Africa (LPC F17333)
Definition and context
A change order — also called a change request, variation order or scope change — is the controlled mechanism by which the parties to a services, construction or supply agreement agree to modify the original scope, price, timeline or acceptance criteria. It is a supplementary contract that amends the main contract, and its enforceability depends both on the general principles of contractual variation and on any non-variation clause in the main contract.
The Shifren principle, from SA Sentrale Ko-op Graanmaatskappy v Shifren 1964 (4) SA 760 (A) and reaffirmed in Brisley v Drotsky 2002 (4) SA 1 (SCA), holds that where a contract contains a non-variation clause requiring all amendments to be in writing and signed, an oral variation is of no force and effect, even if both parties purported to agree it. The practical consequence is that a change order verbally accepted, by email without signature, or implemented de facto on site, is at risk of being unenforceable if challenged. The SCA in Spring Forest Trading v Wilberry 2015 (2) SA 118 (SCA) confirmed that electronic signatures under ECTA section 13 satisfy the signature requirement of a Shifren clause. Standard-form change-order procedures therefore typically require (i) written request in a defined template, (ii) supplier quotation and impact statement, (iii) written acceptance by both parties, and (iv) signature by authorised representatives.
Change-order regimes in construction contracts (JBCC, NEC, FIDIC) and IT outsourcing contracts vary in sophistication but share common features. The NEC3/4 Engineering and Construction Contract uses a "Compensation Event" regime with strict time bars; the JBCC Principal Building Agreement uses "Contract Instructions"; the FIDIC Red Book uses "Variations". Each provides a route to revise scope, price and time, with dispute resolution on valuation. In pure services contracts, best-practice drafting provides a cap on cumulative changes without fresh governance approval, a baseline preservation rule (original scope must be preserved while a change is under discussion), and a "time-is-of-the-essence" safeguard for time-bound projects.
Where this term lives in law
Electronic Communications and Transactions Act 25 of 2002
Sections: 13, 22
Governs electronic transactions, digital signatures, and e-commerce in South Africa.
Consumer Protection Act 68 of 2008
Sections: 48
Protects consumer rights in transactions for goods and services within South Africa.
Frequently asked questions
Is a verbal change order enforceable?
Only if the main contract does not contain a Shifren-compliant non-variation clause. Most commercial contracts do, in which case the verbal change is unenforceable. The safe course is always a written, signed change order.
Does an email change order satisfy a non-variation clause?
Since Spring Forest Trading v Wilberry, an email with sufficient identification of the sender can satisfy the signature requirement under ECTA section 13. A clicked "approved" in a project-management tool similarly can suffice if it creates a reliable link to the sender.
Who pays for work done before the change order is signed?
Absent agreement, no one — work outside scope is at the supplier's risk unless the main contract has an emergency-work provision. Best practice: require written authorisation before starting, and provide a separate expedited "proceed-at-risk" instruction for urgent cases.
Can the customer reject a supplier's scope-change quotation?
Yes. A change order is a supplementary contract; absent agreement there is no change. The customer may withdraw the request, adjust the scope, or escalate to dispute resolution if the supplier's quote is unreasonable.
Do change orders require fresh governance approval?
Many contracts cap individual or cumulative change-order value (e.g. above 10% of original contract price) before board or delegated-authority sign-off is required. Exceeding the cap without fresh approval risks voidability on internal authority grounds, though ostensible authority may save enforcement against the external supplier.
Contract templates using this term
3 templates reference Change Order.