In the recent case of Reveille Independent LLC v Anotech International UK Ltd (2015)EWHC 726,the Court of Appeal found a written agreement to be binding despite the lack of a signature from one of the parties. The main importance was that the defendant's offer was accepted through the conduct of the claimant, despite the fact that the statement of the agreement specified that it shall not be binding, unless signed by both parties.
The main issue that had to be decided was
"In what circumstances will a contract result when a written offer document states that it is not binding until signed by the offeree and the offeree does not sign but performs in the manner contemplated by its terms (i.e., accepts the offer by conduct)?"
The Court of Appeal in this case, found that the party had accepted the terms of the agreement via its conduct and that where the conduct of the parties is sufficiently clear and unequivocal, the court itself may be willing to find that an agreement was accepted by conduct.
This case is useful also as guidance to Cyprus courts and generally on the matter of how the conduct of parties can make an agreement to become binding. In particular even where a contract sets out particular formal requirements that must be complied with, it may still bind the parties if their conduct demonstrates that they have waived those requirements.
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.
