Grant v Bragg & Anor [2009] EWCA Civ 1228 (20 October 2009)

Grant v Bragg & Anor [2009] EWCA Civ 1228 (20 October 2009)

The Court of Appeal held that no binding contract was formed because the offer was rejected in the course of negotiations, the offer lapsed before purported acceptance, and the parties' conduct and correspondence indicated that any agreement was subject to formal execution of the Dixon Ward draft. The sixth email was too late to constitute acceptance, and the negotiations were subject to contract.

Citation
[2009] EWCA Civ 1228
Parties
Respondent/claimant: Graham Grant; Appellant/defendant: Russell Bragg & Anr
Jurisdiction
England and Wales
Judgment Date
20 October 2009
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal allowed
Legal Topics
Formation of Contract, Offer and Acceptance, Subject to Contract, Share Sale Agreements
Contract Law Commercial Law Formation of Contract Offer and Acceptance Subject to Contract Share Sale Agreements

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Parties

Graham Grant

Respondent/claimant

Russell Bragg & Anr

Appellant/defendant

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether an enforceable contract was formed between the parties for the sale of shares via email correspondence
  2. 2 Whether the offer was rejected or lapsed before acceptance
  3. 3 Whether negotiations were subject to contract

Ratio Decidendi

The Court of Appeal held that no binding contract was formed because the offer was rejected in the course of negotiations, the offer lapsed before purported acceptance, and the parties' conduct and correspondence indicated that any agreement was subject to formal execution of the Dixon Ward draft. The sixth email was too late to constitute acceptance, and the negotiations were subject to contract.

Court Disposition

Appeal allowed

Orders

  • Judgment for the appellant; no enforceable contract was formed between the parties.