B then stated that he was not required to buy shares of g.s, as the draft contract was never signed. G launched proceedings against B to enforce the sale, on the grounds that a binding contract had been entered into. On January 30, 2007, B. G`s representative sent an email (January 30) confirming that B was willing to continue acquiring the shares on the basis of the terms of the draft contract and asked G to confirm whether he accepted these terms. On February 2, 2007, G confirmed by e-mail to B`s agent (February 2) that he was prepared to accept the terms of the draft contract. The applicant (G) and the defendant (B) each held 50% of the shares of a company of which they were the managers. Under a shareholders` agreement between G and B, the shareholder concerned would sell the other`s shares if G or B could not work for more than six months due to illness. G became ill in March 2006 and had no work until the end of November 2006. In the event of a return to work, it was agreed that the shareholders` pact had been triggered and that B would purchase G`s interest in the company.
If the parties intend to execute a formal agreement, the courts generally conclude that the parties do not intend to be bound by that document, unless they both sign it. However, this conclusion will change if the facts change, so that the court can objectively find that the parties have changed their minds and are now considering being linked directly and not after the formal execution of the document (point 2-116, Chitty on Contracts Araft agreement for the purchase of G`s shares) but which was never signed by the parties, but never signed by the parties. they intend to do so at the time of their development. During the negotiation of the contract, B began to exclude G from the company`s activities. In January 2007, B conducted the operation with the total exclusion of G. If the parties do not wish to be bound by an agreement, unless it is executed and until its execution, they should explicitly state that the agreement is “linked” to the contract. They should also avoid applying their conditions in anticipation of performance: if the parties actually fulfil the contract and a party benefits from it, the courts are more likely to find a binding contract to ensure a fair result. As a result, a binding contract came into effect through the offer and acceptance in the emails of January 30 and February 2 regarding the sale of G-to-B shares on the terms and price set out in the draft contract. The judge held that in applying G Percy Trentham Limited against Archital Luxfer, the test must have been the reasonable expectations of reasonable businessmen.