Reveille Independent LLC v Anotech International (UK) Ltd

A contract may be accepted by conduct even where the written instrument requires signature, provided the conduct is clear, unequivocal and communicated in context. Preparatory activity may precede contractual formation, but subsequent performance and acknowledgments may demonstrate acceptance. A contractual term is construed objectively against its factual and commercial background. Conditional payment provisions must be given effect, so damages are unavailable for future payments where the contractual trigger would not have occurred. A party remains bound by the bargain it made.

Reveille Independent LLC claimed debt and damages from Anotech International (UK) Ltd under a Deal Memorandum concerning licensing of the MasterChef US brand and integration of cookware into television episodes. The defendant argued that no contract had been formed because the claimant had not signed or returned the memorandum, and alternatively relied on a branding-conflict term as a condition precedent. It also disputed liability for future payments and the availability of alternative restitutionary relief. The court determined whether acceptance had been communicated by conduct, construed the branding term, and assessed the resulting contractual liability and damages.

1. Formation. The claimant had not proved that its authorised representative signed the Deal Memorandum in March 2011. That did not prevent formation. Although the memorandum prescribed signature, contractual relations could arise through conduct. The relevant conduct had to be considered as a whole and had to be clear, unequivocal and communicated to the defendant.
2. The claimant’s extensive integration work, licensing activity and use of the defendant’s products, together with the defendant’s repeated conduct treating the licence as existing and its managing director’s agreement to arrange payment of invoices, communicated acceptance. Preparatory work before agreement did not prevent later acceptance. The draft long-form agreements were contemplated by, and presupposed, the Deal Memorandum; they were not counter-offers.
3. Branding-conflict term. The manuscript term requiring the conflict with Gordon Ramsay to be concluded referred to the specific concern about the QVC website’s use of “The Master Chef”. It did not require the claimant to prevent Mr Ramsay from marketing cookware in the United States. The term was not an unfulfilled condition precedent. On the evidence, the relevant conflict had been resolved.
4. Damages. The claimant was entitled to judgment for the fixed sums due for the licensing and integration obligations. The fourth- and fifth-year payments were conditional on specified royalty thresholds. Since the defendant had generated no royalties, those years would not have been triggered, and the corresponding damages were irrecoverable.
5. The contractual finding made it unnecessary to decide the quantum meruit and unjust enrichment claims. The court nevertheless observed that, absent a contractual remedy, the claimant would probably have succeeded on an alternative ground, and that the defendant should be held to the bargain it had made.

There was judgment for the claimant for the debt, with no additional damages award, subject to possible clarification of one aspect of the claim.

First-instance judgment in the High Court (Commercial Court). No prior appellate decision was stated in the judgment.