ANOTECH INTERNATIONAL (UK) LTD V REVEILLE INDEPENDENT LLC

[2016] EWCA Civ 443, Court of Appeal, Civil Division, Lord Justice Elias, Lord Justice Underhill and Mr Justice Cranston, 6 May 2016

Contract - Formation - Term requiring signature by both parties before binding on Party A - Party A not signing but performing contract - Whether contract binding

A series of the programme MasterChef was to be recorded for broadcasting in the USA. The parties negotiated for the licensing of the appellant (Anotech) to use the respondent's (Reveille) brand to promote its cookware in that connection, including marketing in the episodes themselves. Long form agreements were drafted but not signed. A short document referred to as the "Deal Memo" was agreed, which was later to be replaced by the longer form agreements. Its terms stipulated that signature by both parties was required for it to be binding on Reveille. Anotech signed the Deal Memo but Reveille did not, but took steps to perform the agreement therein when recording the episodes. No payments were made, although certain advance payments were stipulated in the Deal Memo. The judge had found that the parties were bound by the contract following acceptance by conduct by Reveille. Anotech appealed.