No signature, no problem!

In Reveille Independent LLC v Anotech International UK Ltd (2016), the Court of Appeal found a written agreement to be binding despite the lack of a signature from one of the parties. The defendant's offer had been accepted by the claimant's conduct, despite a statement on the face of the agreement that it would not be binding on the claimant until signed by both parties.

Reveille Independent LLC is famous as it is the television company which produced the Master Chef television series in the USA.

Anotech International UK Ltd is a distributor of cookware. The written agreement (not signed by Reveille) was for Anotech International to provide cookware in return for the promotion of Anotech International's products on the show.

The signature box within the Deal Memo stated that it would not be binding on Reveille until signed by both parties. 

The question for the Court of Appeal 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 (ie, accepts the offer by conduct)?

Needless to say, the Court of Appeal found that a contract was formed through the conduct of the parties performing the contracts terms to an extent whereby it cannot be said that there is not contract irrespective of the fact that one party did not sign the same.

It should be noted that this case did not create any new law. The Court of Appeal's judgment (whilst reported) merely reinforces and reiterates well-established common law principles.

Such a scenario can often arise more often than not. For example, a consultant may provide a agreement for his/her services (in whatever field that may be) for onward signing by his client. The client might not sign that agreement but behave in a way which is compliant with the terms of the agreement (including the payment of monies on account of costs). Whilst each case turns on its individual facts and context, it is very arguable that, in such a case, a contract has been formed.









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