Offer and acceptance

How a contract is formed. Usually earlier than people think.

What it means

A contract requires an offer, acceptance, consideration, and an intention to create legal relations. It does not require a signature or a written document.

Why it matters

Emails, a phone call and starting work can all form a binding contract. Businesses regularly find they are contractually bound before anyone signed anything.

What it looks like in practice

A quotation is usually an offer; a price list is usually an invitation to treat. Acceptance must match the offer — a response varying it is a counter-offer.\n\nMark negotiations "subject to contract" if you do not intend to be bound yet.

What to watch out for

The battle of the forms: both parties send their own terms and the ones that generally prevail are the last set sent before performance began. Send yours with the acknowledgement, not with the invoice.

Where to get proper advice

A commercial solicitor. For a clause you rely on regularly, one properly drafted set is cheaper than one dispute.