No need to sign on the dotted line?

Most people are probably of the view that it’s only when they sign an agreement that they are bound by it. What happens if the agreement has not been signed? Can a binding contract still come into existence?

The recent case of Reveille Independent LLC v Anotech International (UK) Ltd [2016] EWCA Civ 443 demonstrates that even when the agreement is not signed by both parties it may still be valid.

This case involved the Claimant television company, Reveille Independent LLC, entering into negotiations with Anotech International (UK) Ltd, with the aim of licensing certain intellectual property rights (chiefly the use of the MasterChef US Brand) in the US and Canada.

Long form agreements between the parties were not signed, however the Court of Appeal held that there was a binding contract as the conduct of the parties showed that elements of the unsigned contract had actually been performed; the Court found that the agreement had been accepted, and in effect ‘signed’, by way of the parties conduct.

The decision is a reminder that even when a contract is not signed by one or both of the parties it can still end up being contractually binding.

If you wish to discuss further, please contact Toby.McMurray@tughans.com or any member of the litigation team 028 9055 3300.

Click here to read the case in full.

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While great care has been taken in the preparation of the content of this article, it does not purport to be a comprehensive statement of the relevant law and full professional advice should be taken before any action is taken in reliance on any item covered.