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signing a contract

High Court provides guidance on termination rights.

31st October 2016 by Rob Kelly

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In C&S Associates UK Ltd v Enterprise Insurance Company plc [2015] EWHC 3757 the court gave guidance on the variation of contracts by email correspondence.

The claimant (“C”) handled motor insurance claims for its customer, Enterprise Insurance Company plc (“E”).  E wanted to carry out an audit exercise but C refused to deliver files to E’s external auditor.  E claimed this was a serious breach of the contract with C and terminated the contract in reliance on that breach.  Later, E also relied on cited C’s alleged poor performance as a new and different reason to justify termination.  C sought damages for wrongful termination of the contract.

The contractual variation clause between C and E required that an effective variation should be in writing and signed by or on behalf of the parties.  The court had to decide whether, despite the terms of the variation clause, there had been an effective variation of the contract by emails between C and E.

The court held that the contractual clause was intended to ensure that the parties would not be bound by oral communications or informal written documents that are not signed but went on to hold that a variation of C’s fees by (an unsigned) email was valid because the variation clause did not specify paper documents or a manuscript signature, nor that both parties’ signatures were needed on the same document.  As the emails had been signed by appropriate individuals through their respective signature blocks in the emails, that was good enough.

Comment: Many contracts contain a clause which sets out how the contract may be varied.  The clauses often require that only written amendments signed by all the parties are effective.  This case means that such a clause will not be enough to prevent a variation by email.  If the parties do not want variations by email to be possible, care should be taken expressly to state this in the contract.

If you would like further information please contact Rob Kelly.

This article provides information and comments on legal issues and developments of interest.  The contents of this article do not constitute legal advice, is not a comprehensive treatment of the subject matter covered, and should not be relied on as such.  Legal advice should be sought about your specific circumstances before taking any action with respect to the matters discussed.

 

Rob Kelly

Senior Associate Solicitor — Dispute Resolution

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Rob Kelly
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Rob practices in two main, complimentary areas of work – contentious wills, probate and trust disputes, and property disputes.

Contentious wills, probate and trusts

More than half of Rob’s time is spent dealing with the contentious aspects of wills, probate and trusts, an area in which he has practiced continuously for over 20 years.  He advises and acts in disputes relating to wills and inheritance, trusts, the duties of trustees and personal representatives, and the administration of estate.

Rob’s practice embraces:

  • Personal representative and trustee disputes (including personal representative and trustee disagreements, removals / substitutions and alleged misconduct)
  • Disappointed beneficiary claims
  • Will disputes (where the validity of a will is challenged on the grounds of undue influence, lack of testamentary capacity, lack of knowledge and approval of the contents of a will, and fraudulent calumny)
  • Financial provision claims under the Inheritance (Provision for Family and Dependants) Act 1975
  • Proprietary estoppel claims
  • Disputes about the proper construction, and rectification, of wills
  • Caveats
  • Professional liability claims arising from the preparation of wills and trusts and the administration of estates

He has mediated (either as appointed mediator or as a representative) dozens of disputes involving contentious wills and probate issues.

Property disputes

The other side of Rob’s practice is contentious property work.  This embraces:

  • Residential and commercial landlord and tenant disputes
  • Disrepairs
  • Repairing covenants
  • Possession claims
  • Lease termination and lease forfeiture
  • Dilapidations
  • Service charge disputes
  • Interpretation and enforcement of leasehold covenants

Rob’s style is a mix of listening, asking (tough) questions, diplomacy and reality testing. He’s interested, flexible, and pragmatic. He offers a common sense, realistic approach to assist his clients in searching for solutions to their disputes and brings straight talking and integrity to his work.

Rob is a Solicitor. He successfully completed training as a mediator under the ADR Chambers / Harvard Law Project Scheme in June 2006 and is a member of the Civil Mediation Council.

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