Direct Answer
Yes, verbal change orders can be enforceable in Florida under certain circumstances, but enforceability depends on the construction contract, the parties’ agreement and conduct, and the type of project. Florida courts have recognized that parties may modify a written contract through a subsequent oral agreement or their conduct, even when the original contract requires written modifications. However, exceptions and additional legal requirements may apply.
**A verbal instruction to perform extra roofing work does not automatically guarantee payment.** If the contract requires written change orders signed by an authorized representative, a contractor who proceeds without obtaining the required approval may face a dispute over whether the additional work is compensable.
Florida courts have also recognized that an oral modification may be enforceable when the parties accept and act on it in circumstances where refusing to enforce it would work a fraud on one party. Where a contract contains a specific no-oral-modification clause, additional consideration may also be required.
1. When Can a Verbal Change Order Be Enforceable?
A verbal change order may be enforceable when the evidence establishes a valid agreement and the applicable legal requirements are met. Relevant factors include:
- Mutual agreement: The owner or authorized contractor and the party performing the work agreed to the change.
- Clear scope: The parties understood what additional or modified work was required.
- Agreed compensation: The parties agreed on the additional price or a method for calculating it.
- Authority: The person directing the change had authority to approve it on behalf of the contracting party.
- Conduct after the agreement: The parties’ actions, such as directing, performing, accepting, or paying for similar extra work, may support an argument that the change was authorized or that a written-order requirement was waived.
The outcome depends on the evidence and the precise contract language. A verbal instruction alone may be insufficient if the parties never agreed on essential terms or the person giving the instruction lacked authority.
2. What If the Contract Requires Written Change Orders?
Many construction contracts state that extra work must be authorized through a written change order before work begins. Some also specify that the change must be signed by particular representatives.
These clauses create a significant risk when a contractor relies only on a phone call or verbal instruction. However, a written-change-order clause does not necessarily settle every dispute involving a later oral agreement or the parties’ conduct.
In Pan American Engineering Co. v. Poncho’s Construction Co., 387 So. 2d 1052 (Fla. 5th DCA 1980), the court recognized that a written contract’s change-order requirements could potentially be waived or modified by subsequent agreement or conduct.
Florida law also recognizes limits on oral modification. In particular, a contract containing a no-oral-modification clause may require additional consideration to support an enforceable oral modification. Whether the parties actually modified or waived a requirement is often a fact-specific question.
3. How Do Public Construction Contracts Differ?
Extra work on a public project requires particular caution. Government contracts may be subject to statutory requirements, formal authorization procedures, and restrictions that do not apply in the same way to private contracts.
In County of Brevard v. Miorelli Engineering, Inc., 703 So. 2d 1049 (Fla. 1997), the Florida Supreme Court rejected recovery for extra work outside the written contract where the required written change orders had not been issued. The decision highlights the risks of relying on informal instructions for additional work under a public contract.
Florida Statutes section 218.755 also establishes a change-order processing requirement for qualifying construction-services contracts entered into by local governmental entities on or after July 1, 2025. When its conditions are met, the local government generally must approve or deny a conforming change-order price quote and provide written notice within 35 days. Failure to provide the required notice can result in deemed approval under the statute.
Contractors should therefore verify the public contract’s terms and applicable statutory requirements before proceeding with extra work.
4. What Evidence Helps Establish a Verbal Change Order?
If a dispute arises, documentation can help establish what was requested, agreed upon, performed, and accepted.
Useful evidence may include:
- Emails or text messages confirming the verbal instruction.
- Daily construction logs and project meeting minutes.
- Photographs or videos showing the additional work.
- Labor records, material invoices, and equipment costs.
- Witness statements from people who heard or participated in the discussion.
- Records of prior change orders handled in a similar manner.
- Evidence that the owner or authorized representative inspected, accepted, or paid for the extra work.
This evidence may help establish an agreement or support an argument based on waiver, modification, or the parties’ course of conduct. It does not guarantee recovery, especially when mandatory contract or statutory requirements apply.
5. How Should Roofing Contractors Handle Verbal Changes?
For commercial roofing projects in Florida, contractors should use a consistent approval process:
- Document the request. Record who requested the change, when it was requested, and why it is necessary.
- Define the scope. Describe the additional labor, materials, repairs, or installation work.
- Calculate the cost. Include the agreed price or the contractually permitted pricing method and any schedule impact.
- Obtain written approval. Secure the required signature or authorization before starting, except where an applicable emergency procedure or other contractual provision governs.
- Keep supporting records. Save communications, photographs, invoices, and daily logs.
- Follow the dispute process. If approval is withheld, review the contract’s notice, claims, and dispute-resolution provisions before taking further action.
For urgent roof leaks or storm-related damage, follow the contract’s emergency-work provisions and document the condition, authorization, work performed, and costs as promptly as possible.
Bottom Line
Verbal change orders can be enforceable in Florida, but they are not automatically enforceable simply because someone requested extra work. The contract’s written-approval requirements, the authority of the person giving the instruction, the parties’ conduct, and any applicable public-contract rules can determine whether payment is recoverable.
For roofing contractors and property owners, the safest practice is to obtain written authorization before performing additional work and to preserve a clear record of the agreed scope and price.
Related Questions
- Who Pays for the Roof Under a Florida NNN Lease?
- How Do I File a Commercial Roof Insurance Claim in Florida?
- How Should Owners Budget for a Capital Roof Replacement?
- When Is It Better to Replace a Commercial Roof Rather Than Repair It?
Sources
- Pan American Engineering Co. v. Poncho’s Construction Co., 387 So. 2d 1052 (Fla. 5th DCA 1980)
- County of Brevard v. Miorelli Engineering, Inc., 703 So. 2d 1049 (Fla. 1997)
- Florida Statutes § 218.755 — Prompt Processing of Change Orders
- Florida Supreme Court: Standard Jury Instructions for Contract and Business Cases
Last reviewed: October 2026
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This information is for general educational purposes and is not legal advice. The enforceability of a verbal change order depends on the contract, facts, applicable statutes, and court decisions. Consult a Florida construction attorney for advice about a specific dispute.
