Offer And Acceptance - Bragging Rights Reversed

Author:Mr Alex Carter-Silk, Nicholas Tall and Mark Bailey
Profession:Speechly Bircham LLP

The Court of Appeal has reversed the High Court's decision in Grant v Bragg and another [2009] EWCA Civ 1288, which had found a contract to exist on the basis of e-mail correspondence. This decision again demonstrates the need for ensuring that both parties to a bargain are certain of the point at which a legal contract is formed, and of the dangers of failure to agree and document adequately this fundamental point.

Parties should exercise care when negotiating a contract by e-mail. Statements that may seem clear and reasonable at the time can be construed differently when reviewed later, and can lead to the inference that an offer was rejected outright, when that may not have been the intention of the correspondent at the time. The pivotal question in the case of Grant v Bragg and another was whether or not a contract existed for the sale of shares on the basis of 6 e-mails between the parties sent and received between 30 January 2007 and 2 February 2007.

In the High Court, Mr Edward Bartley Jones QC found that on the basis of the first and sixth e-mails a contract did exist and Mr Bragg was therefore required to purchase shares from Mr Grant.

In the Court of Appeal, Neuberger LJ analysed the content of the 6 e-mails and came to a different conclusion on the basis that, whilst the first e-mail had been an offer from Mr Bragg to Mr Grant to purchase his shares, that...

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