Q&As

Is it possible to execute contractual documentation in a business to business (B2B) transaction which has retrospective effect?

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Published on LexisPSL on 17/12/2015

The following Commercial Q&A provides comprehensive and up to date legal information covering:

  • Is it possible to execute contractual documentation in a business to business (B2B) transaction which has retrospective effect?

Is it possible to execute contractual documentation in a business to business (B2B) transaction which has retrospective effect?

From a practical perspective there is no reason why the deal could not be documented now and state that it is deemed to be effective from an earlier date. However, the date of signature should always be accurately recorded.

  1. unilateral and bilateral contracts can both be accepted by conduct

  2. silence in a bilateral contract cannot constitute acceptance and in unilateral contracts the requirement to communicate acceptance is waived in favour of performance

  3. acceptance must be communicated to the offeror

  4. for agreements reached by post, the acceptance does not have to be received by the offeror; acceptance occurs as soon as the written acceptance is posted (the postal rule)

  5. the position in relation to couriers as a method of delivering acceptance is unclear and there is no authority on this point

  6. an electronic communication is capable of constituting acceptance when it is reasonably capable of being read (consider the use of read receipt functions when communicating by email), and

  7. offers in unilateral contracts can be accepted by

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