UK: Changing Terms And Conditions

Last Updated: 17 January 2001

The contract of employment is an agreement between two parties to abide by whatever terms and conditions have been agreed. Terms of the contract may be written or oral and become legally binding at the point where both parties accept them.

There are several reasons why an employer may want to vary an employee’s contract. In some cases the employee will be willing to accept the variations, such as a pay rise or promotion, but in other cases it may not be possible to obtain an employee’s consent to a change in his or her contract.


The terms of an employment contract cannot be varied without the consent of both parties. If the employee agrees to the variation there is no problem. The employer should ensure that any agreement to vary is evidenced in writing in case of a later dispute.

Problems arise where the employer needs to vary the contract of employment in a way that the employee considers detrimental. The employee may refuse to agree to the change whilst the employer in the interests of the business may be unable to allow the contract to continue on the same terms. If the employer varies the contract without consent it is acting in breach of contract.

Faced with employee refusal to consent to variation an employer can:

  • make the change without the employee’s consent and accept the risks associated with this or
  • terminate the employee’s existing contract of employment with proper notice and offer a new contract incorporating the varied terms

How To Vary

The original contract could include a clause specifically allowing the employer to vary the contract in specified circumstances. For example, the clause could give the employer the right to change the employee’s job content or the right to alter an employee’s place of work or hours of work.

If the employer wants the right to vary, then any such express clause must be clear and unambiguous. In varying the contract subsequently, the employer must ensure that the variation is authorised by the provision.

Such a clause can allow for flexibility provided that the employer understands the potential limitations on the express right to vary. These limitations could, for instance, include a limitation not to act in a way that renders the employee’s performance impossible or not to act in a way that could destroy the mutual trust and confidence between employer and employee.

There may also be terms in the contract that, although not express, are wide enough to allow the employer to make the necessary alterations. For instance, the employer may wish to change the way in which the employee carries out his or her duties. However, cases in which the courts are actually willing to imply a right for the employer to vary, for instance varying the employee’s place of work, will be extremely limited. The most sensible thing for the employer to do if it anticipates that it might need to transfer an employee in the future is to include an express right to do so when the contract is first formed.

Variation By Consent

If an employer is not authorised to vary a contract of employment by an express or an implied term another option is for the employer to obtain the employee’s consent. If both parties agree to the alteration there will be binding change. It is only where the employer imposes a change on the employee without the employee’s consent that it may constitute a breach of contract.

The first steps to follow will be to consult with employees by:

  • explaining the proposed change, the reasons behind it and what will happen if it does not work
  • discussing the way in which it is proposed the change will be implemented
  • allowing employees to raise concerns (whether for the workforce as a whole or individually)

The employee should then go away and think about the situation and then consider whether any changes would be advisable either to the proposal or the way in which it will be implemented. Collective consultation may also be required.

Obtaining Agreement

  • Employees should be asked to sign some formal document confirming their agreement to the change
  • Employers should, if necessary, consider what incentives can be offered to encourage employees to agree to the change. They should make sure employees know the consequences of failure to agree
  • Employers often prefer alternative options such as asking employees merely to acknowledge receipt of a letter notifying them of the change or even not requiring any signature from them at all

Any proposed changes should be both reasonable and proposed in a reasonable manner and subject to the general duties of trust and confidence.

What Happens If You Cannot Obtain Agreement?

Changing an agreement in any event could constitute a repudiatory breach of contract entitling employees to resign and claim constructive dismissal.

Alternatively employees could continue to work making clear their objections to the change and apply to the courts for a declaration that it constitutes a breach and seek damages.

It cannot be assumed that if employees continue to work without protest they have necessarily agreed to the change. The safest route is to give due contractual notice of termination to all employees who have refused to sign up to the change together with an offer of a new contract to start immediately on all the same terms as the old one, save for those being amended, but even this is not risk-free as discussed below.

The Downside

Terminating contracts in order to effect a change will constitute a dismissal. Notwithstanding the offer of new employment employees may be able to bring unfair dismissal claims. In assessing the fairness of the dismissal the tribunal will consider:

  • whether there is a sound business reason for the change
  • whether alternative options were considered
  • the impact of any change on employees and the reasons for adopting it
  • the proportion of the workforce that was prepared to accept the change
  • any consultation process that was followed and whether the employer tried to obtain voluntary agreement

It should be noted that discrimination claims could also arise if the proposed changes impact unfairly on a particular employee or group of employees by reason of their sex, race or disability.

There might also be clear employment relation consequences in being seen to dismiss an entire workforce even for good reason. Finally, although there is no requirement to consult with employee representatives (rather than with employees individually or as a group) when trying to obtain agreement to the change this may ultimately be necessary. Indeed statute states that the requirement to consult does not arise if an employer simply tries to obtain employee consent to a change without the threat of dismissal. A recent case concerned an employer who proposed to dismiss as redundant more than 20 workers notwithstanding that no workers or jobs were intended to be lost and even though they had accepted new contractual terms. It was proposing to dismiss the employees on a group basis for a reason not relating to the individuals and this was held to trigger the requirements of collective consultation with trade unions and other employee representatives.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.