An agreement provided that any variation of it would not be effective unless made in writing and signed by or on behalf of each of the parties. Would an exchange of emails, signed by the parties, be sufficient for a variation?
In C & S Associates UK Ltd v Enterprise Insurance Company plc the Commercial Court ruled that it was. The clause ensured that the parties would not be bound by oral agreements or even by informal unsigned written documents but it did not insist on manuscript signatures, paper documents, or that both parties’ signatures must be on the same document. The court could see no reason, as a matter of construction of the clause, why documents in electronic form, in particular an exchange of emails, signed on behalf of both parties, should not satisfy the requirements of the clause, provided of course that the other requirements of contract formation and variation, such as an intention to be bound, are also present.