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Baillie Estates v Du Pont

17 November, 2009

This Scottish case considers the rules with regards to contract formation through email.

Brodies list the key points to be taken from Baillie Estates Ltd v Du Pont (UK) Ltd:

  • Contracts may be formed by email earlier than you might expect.
  • When negotiating a contract by email, tell the other side about your standard terms as early as possible.
  • Consider rewording standard “no contract” email footers to cover attachments.
  • If you do not want to be bound until the contact is signed, then say so expressly in your communications (both written and verbal). In England, the phrase “subject to contract” is often used. In Scotland, while it may help to use this phrase, it does not have the legal meaning that it has in England. It is better to spell out the position in each communication e.g. by making clear that nothing in the communication constitutes a legal offer that is open for acceptance to create a legally binding contract.
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