FAR 52.247-27—Contract Not Affected by Oral Agreement.
Plain-English Summary
FAR 52.247-27, Contract Not Affected by Oral Agreement, is a simple but important clause used in solicitations and contracts for transportation and transportation-related services. It addresses one core topic: whether oral statements can change the contract, and the answer is no. The clause states that no oral statement by any person may modify or otherwise affect the contract’s terms, conditions, or specifications, and that all contract modifications must be made in writing by the Contracting Officer or an authorized representative. In practice, this protects the Government and the contractor from disputes over informal conversations, phone calls, dockside instructions, dispatch discussions, or other verbal communications that might otherwise be claimed to change performance requirements, pricing, schedules, routing, handling, or service standards. It also reinforces the basic federal contracting rule that only properly authorized written modifications can bind the parties. For transportation contractors and contracting personnel, the clause is a reminder to document changes formally and to treat oral directions as nonbinding unless and until they are reduced to a written modification by the proper official.
Key Rules
Oral statements do not change the contract
No oral statement by any person can modify or otherwise affect the contract’s terms, conditions, or specifications. Informal conversations, instructions, or assurances are not enough to change what the contract requires.
Written modification is required
Any change to the contract must be made in writing. This means the parties cannot rely on verbal agreements, even if both sides appear to understand or accept the change.
Only authorized officials may modify
The written modification must come from the Contracting Officer or an authorized representative. A change signed or issued by someone without authority does not properly amend the contract.
Applies to transportation contracts
The clause is prescribed for solicitations and contracts for transportation or transportation-related services. It is intended to reduce disputes in a contracting area where operational communications are frequent and often informal.
Covers all contract terms
The clause applies broadly to terms, conditions, and specifications. That includes performance requirements, service details, and other contract provisions that could be affected by an alleged oral agreement.
Responsibilities
Contracting Officer
Issue any contract changes in writing and ensure the modification is within the officer’s authority. The Contracting Officer should also make clear that oral directions do not alter the contract unless formally documented.
Authorized Representative
If delegated authority exists, issue written modifications only within the scope of that delegation. The representative must not exceed the authority granted and should document changes clearly.
Contractor
Do not treat oral statements as binding contract changes. The contractor should request written confirmation before changing performance, cost, routing, schedules, or other contract requirements.
Agency
Use the clause in the required transportation-related solicitations and contracts and ensure personnel understand that only written, authorized modifications are effective.
Practical Implications
Day to day, this clause means transportation personnel should not rely on phone calls, emails that are not formal modifications, or verbal instructions from operational staff as proof of a contract change.
A common pitfall is performing extra work or changing service levels based on an oral request and later discovering there is no written modification authorizing payment or adjusting obligations.
Contractors should keep records of oral communications, but they should also insist on a formal written modification before implementing any change that affects price, schedule, scope, or specifications.
Contracting officers should promptly convert approved changes into written modifications to avoid disputes over what was said versus what was actually authorized.
In transportation settings, where dispatch, routing, pickup, delivery, and handling instructions often change quickly, the clause helps prevent confusion by drawing a bright line between operational coordination and binding contract amendment.
Official Regulatory Text
As prescribed in 47.207-8 (b) , insert the following clause in solicitations and contracts for transportation or for transportation-related services: Contract Not Affected by Oral Agreement (Apr 1984) No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this contract. All modifications to the contract must be made in writing by the Contracting Officer or an authorized representative. (End of clause)