You think you have an  understanding.  So you prepare and sign an  agreement with all the key points, and send it to the other side for  signature.  You even add a provision,  asking that the document be signed and returned by a particular date.  What if it isn’t; do you still have a  deal?  Someone, whose agreement contained  the following provision, recently asked the court the same question:

Time for  Acceptance; Effective Date:  If this  Agreement is not executed by both parties and a copy delivered to each party on  or before 7/03, this Agreement shall be null and void.

The parties had proceeded as if a deal was in  place even though no signed agreement was returned by the stated deadline.  Two months later though, when a dispute arose,  one of the parties asserted for the first time that there was no agreement.  He argued that he hadn’t ever received back a  signed copy by the July due date.  He  demanded the return of the deposit he had paid.   When he didn’t get that back, he filed a law suit.

You  might think this would be an open and shut case.  The agreement wasn’t received back in time so  what was there to argue about? However,  the court determined that while the agreement may not have been delivered back  timely, it had been accepted.  Yes, it had been sent after the deadline, but no objection was raised either at the time of  receipt or any time thereafter.  The  facts actually revealed that the parties had gone about incorporating changes to  the agreement, even creating an addendum which was signed sometime later by  each of them, all after the noted deadline.

Simply  having a drop dead date in an agreement, even one stating there would be no  deal if a signed copy is not received or signed by a particular date, isn’t  going to be effective if the parties subsequently waive that requirement by  their actions.  In most instances, the  law looks at what the parties have actually done not just what they wrote.

Related posts:

1. Acceptance by Performance