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Email and an Attachment – an acceptance or counter-offer

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Email and an Attachment – an acceptance or counter-offer

Email and an Attachment – an acceptance or counter-offer

For a contract to be binding and enforceable there must be satisfaction of five key elements. These are:

  • Offer
  • Acceptance
  • Consideration
  • Intention to create legal relations
  • Certainty of terms

The first two of these key elements were in dispute in the case of Gibbs v Lakeside Developments Ltd [2016] EWHC 2203 (Ch).

In this case, the parties were looking to reach a settlement for a claim for damages arising out of the forfeiture of a lease.

Ms Gibbs wrote to Lakeside stating that she would settle for a minimum sum of £90,000 to be paid by a specified date. Lakeside replied to Ms Gibbs by email stating that it would accept her offer, and attached a consent order to the email which stated that the payment would be made on a later date than Ms Gibbs had required in her offer. Ms Gibbs initially responded to Lakeside stating that they had not accepted her offer because of the later payment date in the consent order. Subsequently Ms Gibbs responded for a second time to Lakeside stating that she considered that they had unequivocally accepted her offer.

The Judge in the County Court decided that the response by Lakeside was not an acceptance of Ms Gibbs’ offer, rather it was a counter-offer. The reasoning for this was that whilst part Ms Gibbs’ offer regarding the amount was accepted the part concerning the time frame for that payment was not and as such did not constitute definitive acceptance.

In the High Court the Judge concurred with the decision, however decided that all of the correspondence between the parties should be considered not just the correspondence prior to and including the counter-offer by Lakeside as was decided in the County Court.

This case is a good illustration of what does and does not count as acceptance of an offer. Well worth keeping in mind whenever you are making or accepting an offer.

For more information, contact our Dispute Resolution team on 0345 070 6000.