Law school exam question

If X signed a contract and posts it to you to counter sign, and you do, and you tell them (verbally) that you signed it, but then you get cold feet and decide not to post it back - what's the status of your contract?

Verbal contract depends on the conversation.  I doubt it went along these lines:


Hey Jelly, I have sent you a contract, did you sign it?

Yeh m7

Do you hereby expressly agree to all the terms and conditions specified therein?

Yeh blud

For postal exchange of actual written contract it is dependent on the posing of the countersignature iirc.

Your counterparty is turbo buggered to prove it in any event

Contracts can be entered into verbally, yeah, but isn't the answer here that if the contract was in written form (and was meant to be signed by both parties), then it needs to be signed by both parties to be effective? 

Not sure you can simply ignore or verbally override the counterparts clause and other relevant clauses, which say that this contract will come into effect when it's signed by both parties 

Even if a contract is reduced to writing then it can still be enforceable even if one party doesn’t sign by acting in accordance with its terms.

Happens all the time on commercial contracts I am informed.

It’s questionable enough to be litigated imho. 

As a matter of fact, contract is signed. First party  may have issues evidencing that but second party open to perjury if they lie about it. 

As a matter of law, is simple signature sufficient to complete?

Assuming a contract under hand rather than a deed then if contract contains explicit wording a la Canute then it is completed and valid imho. 

If it doesn’t, you get into realms of intention to create, signed but not released, held to order etc etc and some judge ends up making life harder for transactional lawyers. 

In theory: acceptance has been communicated.  Ergo contract complete.

In practice: proof is difficult.

Main exception: if offer states it is ONLY accepted WHEN written acceptance has been sent.  That in itself also has exceptions.

A lot of contractual provisions regarding the formation of a contract are a bit of a fudge though. Like a governing law clause which includes disputes as to the formation of the contract ie whether there is a contract and so whether that governing clause is binding on the parties.


Too many lawyers confuse the facts with the evidence of the facts

How you prove something is a different question. 

Based on the question, if that's all there was, then yes, there is a contract.  

The action of signing evidenced the intention to create legal relations at the point of signing.  If you change your mind at a later stage that does not "undo" the intention to create legal relations.  This assumes there was no second request - eg sign and send back to me. Arguably in those cases, the contract is made when signed and sent back.  

And further unless the contract itself says something else in it - which by signing the parties have agreed to. 

So - look at the letter sending the contract - what was the thng that the parties agreed to do to be bound - and look at the contract itself - what does it say "makes the contract". 


the exam answer to this should presumably also discuss:

  • was the agreement a transfer of land or a contract where, as a matter of law, there was a prescribed form or other specific requirements for the contract?
  • the assumption made that the agreement was expressly made subject to the laws of England and Wales and not some other jurisdiction
  • the parties in question were over the age of 18
  • the contract did not relate to the provision of a service of goods that are illegal



Speaking of sinking, wasn’t there another case involving a shipwreck and survivors drawing lots to see who would be eaten so that the others survive? Not a scenario that I’ve had to advise on much during my career but I’m ready to step in and drop my knowledge of the case law if & when it happens 

It's not intention to create legal relations. That's obvious in terms of a written contract i.e. it isn't a joke. Acceptance is the issue. The acceptance is shown in the verbal confirmation absent any condition in the offer/statutory requirement for written/signed acceptance. If you just signed it and put it in a drawer, even if they could prove it, there would be no acceptance absent some ludicrous express term of the offer. 

The consideration presumably is in the contract in terms of undertaking mutual promises. 

Adams v Lindsell (1818) 1 B & Ald 681. Ordinarily, any form of acceptance must be communicated expressly to an offeror; however, it was found that where a letter of acceptance is posted, an offer is accepted "in course of post".

Acceptance - they signed it and told the counterparty that they signed it.  

Where in contract law do you then need to post the contract to them for it to be perfected?