Is a signed Agreement a Contract?

[scribblesvurt]

Hello,

I have an agreement, that details what is to be supplied by myself and what the customer will pay for the service I supply. It sets out specific deliverables and a cost value to be paid. It sets out the dates that the services are to be delivered and the terms each party agrees to in regard to delivering the service. It is signed and dated by both party.

The front page says this:

"This document is not intended to be a contractual agreement necessitating formal signatures."

It clearly sets out the agreement and what is to be paid. It has also been followed by bother parties for several months. Could this be classed as a legal contract?

Any help appreciated.

 

[Merchant UK]

I think you need to take yourself away from calling it a contract in the first place as it looks to me like its a proposal.

A proposal is like a suggestion or offer - it comes from one party in a potential agreement to the other.

A proposal serves to support negotiations and shared understanding of the business that is being proposed. It could start as something very simple, or detail all products, services, costs, standards of quality, delivery and payment schedules, etc.

Only when a proposal is accepted can there be deemed to be a contract. A contract can even be verbal but that's not a great idea because there can be misunderstanding through time of the relevant obligations.

A contract is where there exists formal agreement by both parties. The contract should have all relevant detail in it. Ultimately, there should ideally be a single contract document, with identical copies for each party, signed and dated.

So, a proposal is not legally binding. For example, one party can reject a proposal, or the other party can withdraw the proposal.

Details of a contract can be legally enforced through legal process using lawyers. For example, if one party receives the goods/services but fails to pay what is due, when it is due. Contracts often leave scope of different interpretations of what is contained in them so there is scope for ongoing dispute. Contracts should try to be as simply-expressed as possible but should also cater for all necessary matters.

What goes into a contract is ultimately decided by the two parties, and any legal advice they employ. Contracts between small companies might never involve lawyers and be very simpl contracts. Contracts between big companies are likely to be lengthy and employ a whole bunch of lawyers.

 

[scribblesvurt]

Ok, so I have a verbal contract to deliver a service for a set fee and a signed Service level Agreement detailing the specifics of the verbal contract. Would I have a case.

 

[cjd]

This is a bit of a mess isn't it? If what you say is true; that you have a verbal contract and a document spelling out what will be delivered then on the basis that if it looks like a duck, quacks like a duck and walks like a duck, a court would probaly say, on the balance of probabilities, what they're looking at is a duck.

Better to sort it out outside a court though......

 

[ReallyWildOne]

As CJD says,

If you can prove that both parties have been working on the basis of the document, for example if you have other emails that can prove you are doing the work, asking questions, getting replies etc) then it is as good as a contract.

Like the duck example above, BTW.

 

[scribblesvurt]

Well I have been delivering as specified in the signed agreement for 6 weeks. I send daily emails detailing what has been delivered and when They have also paid several invoices too.

 

[kulture]

Its a duck then (contract).

 

[scribblesvurt]

Could they not say that this:

"This document is not intended to be a contractual agreement necessitating formal signatures."

Expressly states that it is not a contract?

 

[OldWelshGuy]

which is whjy your invoices should say 'to provide xx services as per offer document already supplied. What do your say. and why are you asking the question? They are paying you? what is the problem or have I missed an elephant

 

[scribblesvurt]

I have been told that my client is terminating the agreement with immediate effect due to a mistake in the way they procured my services.

 

[cjd]

I have been told that my client is terminating the agreement with immediate effect due to a mistake in the way they procured my services.

Unless there's something specific in your contract which talks about termination or it's clear what the contract has to deliver to be complete, they may be able do that. Why not fix their procurement problem - offer them a new contract?

 

[dal]

Unless there's something specific in your contract which talks about termination or it's clear what the contract has to deliver to be complete, they may be able do that. Why not fix their procurement problem - offer them a new contract?

Are you sure? My basic understanding, and I do mean basic :reface:; is that to terminate a contract there must be a certain breach of conditions. What is said on the front 'This document is not intended to be a contractual agreement necessitating formal signatures.' is a kind of contradiction to the whole document.

Like others have said there needs to be acceptance, which there has; several deliveries, invoices and payments. I would think that they need to honour the contract if you have agreed time durations or numbers etc. But I'm not a lawyer, if law interests you I could recommend a few books; but these would be related to construction law but the basics of general english law is there.

 

[cjd]

Are you sure?

Of course not, I've not seen any paperwork and not heard what was promised. To get a proper answer our OP needs to tell his story to a commercial lawyer.

But a better answer would be to go back to the customer and sort out the problem.