Accepting an Offer by Email

[pmeswani]

You may well be right. I think that any court would take the "I accept the contract" as an implied contract exists between two parties, the main clauses of which can be deduced from the discussions that have already taken place. This would be more likely to be inferred if the OP has worked through the agency before, since they would be (or could be reasonably expected to be) familiar with the terms and conditions.

It's been a long time since I studied law, though.

I may be wrong here... but he hasn't formally accepted the contract.. he has formally accepted the role that he has been offered. For me that's a big difference. Accepting the role is always subject to T's & C's. But If someone can prove me wrong... then fair enough.

[b0redom]

Regardless of whether you've accepted or not, I presume you're acting in a businesslike manner. You can therefore elect to not be available for 99% of the contract.

Of course you then risk the client terminating your contract early, or not requiring you to be onsite - which is what you wanted anyway. For the overlap, you can soundly demonstrate you're outside of IR35 though.

[TheFaQQer]

I may be wrong here... but he hasn't formally accepted the contract.. he has formally accepted the role that he has been offered. For me that's a big difference. Accepting the role is always subject to T's & C's. But If someone can prove me wrong... then fair enough.

I suspect that legally, there is no difference between accepting a contract and accepting an offer of a role. If the role was clearly made "subject to contract" (as with buying a house), then that is a different matter.

IIRC, they have made an invitation to treat (inviting you to accept their offer). The OP has then accepted the invitation to treat, and the terms that are offered with the invitation. (I would suggest Fisher v Bell / The Pharmaceutical Society of Great Britain v Boots Cash Chemists as the case law, but they may not cover it completely).

I may be wrong - I'd suggest that the OP takes some degree of "real" advice rather than us lot.

[BolshieBastard]

I suspect that legally, there is no difference between accepting a contract and accepting an offer of a role. If the role was clearly made "subject to contract" (as with buying a house), then that is a different matter.

IIRC, they have made an invitation to treat (inviting you to accept their offer). The OP has then accepted the invitation to treat, and the terms that are offered with the invitation. (I would suggest Fisher v Bell / The Pharmaceutical Society of Great Britain v Boots Cash Chemists as the case law, but they may not cover it completely).

I may be wrong - I'd suggest that the OP takes some degree of "real" advice rather than us lot.

Oh, right. So the 3 occasions I've been offered roles during the interview were legally binding between the client and my ltd co were they? And the one time I told the agent I'd accept the role but then decided otherwise was binding?

I dont think.

As the film producer once said, 'a verbal contract isnt worth the paper its written on.'

All the OP has to do it tell the agent he's got a better offer on the table and see what deal they will play. If it doesnt match his other offer, tell them his 'acceptance' of their offer has been withdrawn blah, blah, blah.

[pmeswani]

Oh, right. So the 3 occasions I've been offered roles during the interview were legally binding between the client and my ltd co were they? And the one time I told the agent I'd accept the role but then decided otherwise was binding?

I dont think.

As the film producer once said, 'a verbal contract isnt worth the paper its written on.'

All the OP has to do it tell the agent he's got a better offer on the table and see what deal they will play. If it doesnt match his other offer, tell them his 'acceptance' of their offer has been withdrawn blah, blah, blah.

Or even better.. tell the agency that he is confirming his acceptance for the role and that he is clarifying that the acceptance is subject to contract. If the Agency isn't happy with this, then the OP can either walk away from the role, or get the client involved. But there is an element of danger is going down the "contact the client" route.

[TheFaQQer]

Oh, right. So the 3 occasions I've been offered roles during the interview were legally binding between the client and my ltd co were they? And the one time I told the agent I'd accept the role but then decided otherwise was binding?

I dont think.

As the film producer once said, 'a verbal contract isnt worth the paper its written on.'

The film producer is wrong though.

An offer can be defined as "an expression of willingness to contract on certain terms, made with the intention that it shall become binding as soon as it is accepted by the person to whom it is addressed", the "offeree".

Whether two parties have an agreement or a valid offer is an issue which is determined by the court using the Objective test (Smith v. Hughes). Therefore the "intention" referred to in the definition is objectively judged by the courts. In the English case of Smith v. Hughes (1871) LR 6 QB 597 the court emphasised that the important thing is not a party's real intentions but how a reasonable person would view the situation. This is due mainly to common sense as each party would not wish to breach his side of the contract if it would make him or her culpable to damages, it would especially be contrary to the principle of certainty and clarity in commercial contract and the topic of mistake and how it affects the contract.

So, would a court believe that a contract is in place when the OP accepted the offer? (The wording of the offer, and the acceptance thereof would be important here). If a reasonable person would assume that there was a contract in place, then that is how the court should decide.

The case reference for which terms and conditions would be in place is Butler Machine Tool Co Ltd v. Ex-Cell-O Corporation (England) Ltd [1979] WLR 401.

All the OP has to do it tell the agent he's got a better offer on the table and see what deal they will play. If it doesnt match his other offer, tell them his 'acceptance' of their offer has been withdrawn blah, blah, blah.

If they admit acceptance, then they are acknowledging that they have accepted the offer - not the smartest thing to so if you are then going to say that you aren't accepting after all. You may be able to argue that there has been no meeting of minds, therefore no acceptance.

[BolshieBastard]

The film producer is wrong though.

An offer can be defined as "an expression of willingness to contract on certain terms, made with the intention that it shall become binding as soon as it is accepted by the person to whom it is addressed", the "offeree".

Whether two parties have an agreement or a valid offer is an issue which is determined by the court using the Objective test (Smith v. Hughes). Therefore the "intention" referred to in the definition is objectively judged by the courts. In the English case of Smith v. Hughes (1871) LR 6 QB 597 the court emphasised that the important thing is not a party's real intentions but how a reasonable person would view the situation. This is due mainly to common sense as each party would not wish to breach his side of the contract if it would make him or her culpable to damages, it would especially be contrary to the principle of certainty and clarity in commercial contract and the topic of mistake and how it affects the contract.

So, would a court believe that a contract is in place when the OP accepted the offer? (The wording of the offer, and the acceptance thereof would be important here). If a reasonable person would assume that there was a contract in place, then that is how the court should decide.

The case reference for which terms and conditions would be in place is Butler Machine Tool Co Ltd v. Ex-Cell-O Corporation (England) Ltd [1979] WLR 401.



If they admit acceptance, then they are acknowledging that they have accepted the offer - not the smartest thing to so if you are then going to say that you aren't accepting after all. You may be able to argue that there has been no meeting of minds, therefore no acceptance.

Rubbish.

I've accepted offers previously then had to tell the agent sorry, Im not proceeding. In no instance (3 that I can remember) resulted in anything more than a comment from one agent which was 'Ouch!'

Stop making a mountain out of a tiny mole hill.

[TheFaQQer]

Rubbish.

I've accepted offers previously then had to tell the agent sorry, Im not proceeding. In no instance (3 that I can remember) resulted in anything more than a comment from one agent which was 'Ouch!'

Stop making a mountain out of a tiny mole hill.

I'm not trying to make anything out of anything, except to provide my thoughts on the situation. I'm convinced that there is a contract in place - unless a lawyer is going to tell me otherwise, someone here saying "I've never had a problem" is not going to persuade me that I am wrong here.

The fact that you haven't had any problems with doing it is good (for you, although not so good for an agency or the client). However, unless there is an expert opinion as to why this doesn't amount to an acceptance of a contract, then simply saying "I got away with it" is not good advice.

As I have suggested, the best thing for the OP to do is to ask someone who is qualified whether there is a contract in place or not, rather than a bunch of unqualified strangers. I may well be wrong, but it's going to take more than some telling me that it's "rubbish" to convince me of that.

It's a much easier legal case to argue that Denning MR was right in his summing up of Smith v. Hughes (1871) LR 6 QB 597 than BastardB was right in his thread on CUK...

[deckster]

As I have suggested, the best thing for the OP to do is to ask someone who is qualified whether there is a contract in place or not, rather than a bunch of unqualified strangers. I may well be wrong, but it's going to take more than some telling me that it's "rubbish" to convince me of that.

I am happy to accept that an email can form a binding contract. However I do not see how a quick 'yes mate, I accept their offer' can be legally binding on terms and conditions - specifically in this case, notice periods - that have yet to be discussed or agreed.

I can see that, if an agent was feeling particularly vindictive, then a renewal accepted in this way could be enforced as a continuation of the previous contract, but an entirely new one, where the client has only just made an offer, and no contracts have been looked at either way? Not a chance.

Even if there is a contract in place, then how could a court possible determine what is and isn't included? No, you're being obtuse here and you know it

[Ardesco]

You have accepted and an e-mail is seen as legally binding. If I remember correctly this was brought into law because of banks doing quick buys and sells on the stock market where there is not enough time to check through all the T&C before the contract has been formally agreed, and it has already been through the courts with a precedent set.

If your e-mail had said I accept it in principle, but will not commit until I am happy with the T&C then you would be fine. As it is the agent could take you to court and will win.

Of course the chance that the agent will go that far is another matter entirely.