Accepting Contract Terms By Conduct
Feb 19, 2015
In a recent Court of Appeal case the Court had to decide whether a party was bound by a contract when he had not signed the contract document.
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In a recent Court of Appeal case the Court had to decide whether a party was bound by a contract when he had not signed the contract document.
The Court decided that the mode of acceptance is for the benefit of the party making the offer and he is therefore entitled to waive those requirements. The buyer did not accept in the prescribed form but his instructions for fixing the price, if not an acceptance of the contract terms, could be treated by the seller as a counteroffer to contract on those terms, which is accepted by confirming the price.
This was a 2015 case applying Maple Leaf Macro Volatility Master Fund v. Rouvroy [2010] 2 All E.R. (Comm) 788 and it is a reminder that contract terms can be accepted by conduct even if a party has not signed the contract document.
The horrors of shareholder disputes cost eye-watering sums of money, destroy relationships, and destroy businesses.
It would be great to rely on a handshake and know that nothing will ever go wrong but we all know that your business, you and your partners and the context in which you exist do not remain constant.
You may be one of many businesses that operate as a Partnership rather than a limited company.
It is important that sellers have written business terms and efficient credit control procedures.
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