How To Prove A Texas Novation Defense

 

 

In Texas, a defense of Novation is defined as:

A novation is an agreement between two contracting parties to allow for the substitution of a new contract for an existing one.

It simply means:

When an old contract is replaced with a new one.

There are 4 elements of the defense:

• Element 1. There was a previous valid obligation or contract between the parties. A novation defense requires that there was an earlier agreement or contract between the involved parties, meaning they had a valid obligation to each other before any changes or new agreements were made.
  

  Facts that might support this element look like:

  * The parties entered into a written contract on January 15, 2020, outlining the terms of their agreement.
  * Both parties performed their obligations under the contract until the agreement was modified on March 10, 2021.
  * The original contract included specific deliverables and payment terms that were mutually agreed upon.
  * Correspondence between the parties confirms their acknowledgment of the existing contract prior to any modifications.
  * The parties executed an amendment to the contract, indicating their intent to continue their business relationship.

• Element 2. There was a mutual agreement of the parties to the acceptance of a new contract. Both parties involved agreed to accept a new contract, which means they mutually decided to replace the old agreement with a new one, forming the basis for a legal defense called novation.
  

  Facts that might support this element look like:

  * Both parties engaged in discussions regarding the terms of the new contract, demonstrating a clear intention to modify their existing agreement.
  * Each party signed the new contract, indicating their mutual consent and acceptance of the revised terms.
  * The parties exchanged emails confirming their agreement to the new contract, which included specific changes to the original terms.
  * During a meeting, both parties verbally acknowledged and agreed to the new contract, evidencing their mutual understanding.
  * The performance of the new contract commenced immediately after its execution, reflecting the parties’ acceptance of the new terms.

• Element 3. The old (previous) contract was extinguished. In a novation, the old contract is completely canceled and replaced by a new one, meaning that the original agreement is no longer valid or enforceable, and the parties involved are now bound only by the terms of the new contract.
  

  Facts that might support this element look like:

  * The parties involved in the contract mutually agreed to terminate the old contract in writing.
  * A new contract was executed, clearly stating that it replaces and extinguishes all prior agreements.
  * Both parties demonstrated their intent to extinguish the old contract by performing under the new agreement.
  * The old contract was explicitly referenced and declared void in the new contract’s terms.
  * All obligations under the old contract were settled prior to the execution of the new contract.

• Element 4. The new contract is valid. The new contract is valid means that the agreement made between the parties is legally recognized and enforceable, ensuring that all terms are clear and accepted, allowing the original contract to be replaced without any legal issues.
  

  Facts that might support this element look like:

  * The parties involved in the new contract mutually agreed to its terms and conditions, demonstrating their intent to create a binding agreement.
  * The new contract was signed by all relevant parties, indicating their consent and acceptance of the new obligations.
  * The new contract replaced the original agreement, clearly stating that it was intended to supersede any prior contracts.
  * Consideration was exchanged in the new contract, fulfilling the legal requirement for a valid agreement.
  * The new contract was executed in compliance with all applicable laws and regulations, ensuring its enforceability.

^{(See In Re Interest of B.N.L.-B., 523 S. W. 3d 254 (Tex. Court of Appeals 2017).)}
If you’re in court without a lawyer and plan to assert a Defense of Novation, having a Personal Practice of Law at Courtroom5 is essential. You’ll need to make informed decisions about what to file at each phase of your case and prepare legal documents supported by thorough legal research and a strong analysis of the facts. Equip yourself with the tools and knowledge to effectively navigate your legal journey.

Prove Your TX Novation Defense

U.S. Civil Cases Only