Many transactions are concluded based only on a simple email or commercial quotation containing merely the key terms of a business deal. However, even such a thin basis of agreement is as enforceable as a complete contract. Even if a clause is included saying that the offer is ‘subject to contract’ or ‘non-binding until a written agreement is signed`, if the parties start acting as if there is a contract, it may be difficult to negotiate limitations of liability and contractual restrictions.
The following sections discuss what a contract is (section 1.1) and how to structure it (section 1.2), how contracts are interpreted, by law and as a consequence of contractual interpretation guidelines (section 1.3), and two types of contracts are introduced that are used in a pre-contractual context (in assessing or preparing an agreement – section 1.4). The final section 1.5 examines contract automation and other developments in the legal tech of contracting.