The High Court in England has held that a contract had been
formed and was in force, even though neither party had signed it.
The crucial factor was that one party had indicated by email that
he was willing to accept the draft as it stood and this was deemed
to be sufficient acceptance of the contract's terms.
In this case, one party, Mr Bragg, was seeking to buy the
shareholding of his co-director, Mr Grant, in their company. Mr
Bragg's lawyer issued a draft share sale agreement to Mr Grant
who, in turn, amended the draft and returned it. The amendments
were not acceptable to Mr Bragg and the parties reached an
impasse.
A few days later, Mr Bragg's lawyer emailed Mr Grant again,
offering to proceed on the basis of the wording in the original
draft agreement. Mr Grant responded by email confirming that he was
prepared to enter into that agreement in its original form. The
Court held that the terms of the sale and purchase of the shares
(as set out in the draft
