The Claimant had issued a claim for contractual commission in the sum of over $2million. The Defendant counterclaimed for recovery of an alleged overpayment. The trial was to begin on 12 June 2013. On 3 June 2013 the Defendant’s solicitor wrote to the Claimant’s solicitor stating: 61 “Our client is willing to settle the entire proceedings by paying £601,464.98… by way of damages… in full and final settlement of the Claim and counterclaim plus the sum of £180,000 in relation to his legal costs such settlement to be recorded in a suitably worded agreement. This offer is open for acceptance until 5pm.”

The Claimant agreed and the parties began drafting a formal agreement. On 5 June 2013 the Defendant withdrew, contending there had never been a concluded settlement agreement or that any settlement was subject to a suitably worded agreement being reached.

The Judge rejected the Defendant’s arguments finding that the letter was clearly expressed as an offer giving a specified time for acceptance. Furthermore it referred to “such settlement being recorded”. This was a reference to the concluded agreement being recorded if the offer was accepted. The Judge also noted that the letter was not expressed to be subject to contract in any way. The Claimant had contended that the parties’ actions after the offer and acceptance could be considered to determine if a binding agreement had been reached.

The Judge considered that the post contractual conduct was unlikely to be of any significance and stated that even if it could be examined, in this case it would not support the conclusion that the parties were still negotiating. http://bit.ly/18U4hMO