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Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: Legal
Satisfied Customers: 41220
Experience:  Multiple jurisdictions, specialize in business/contract disputes, estate creation and administration.
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i was entering into a working contractual agreement with another

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i was entering into a working contractual agreement with another individual. They had a contract made up. I was buying a client list of the company. Paying a portion up front and another portion after 1 year. I paid the first portion before the contract was made up. After i got the contract(in which they had already signed) I felt more needed to be added thus i put down what needed to be added. I didn't sign the contract. They never added what I put down to be added. THus I never signed although we continued to operate. After 8 months what I wanted added as protection for me actually happened. THus now I feel its ok to leave. Am I liable if I leave if I never signed the contract?

Thank you for your question. Please permit me to assist you with your concerns. I am a licensed Pennsylvania professional and will do my best to help if I can.


To answer directly, you would be. While you may not have signed, you chose to continue to operate together AND the other party complied with your requests. That is considered to be a situation where the 'last modification' to a commercial agreement controls. In essence you sending them a modification is considered to be both a refusal of their offer, and your own offer of terms. When they agreed to your terms and complied, that is considered to be acceptance even if you didn't sign UNLESS you made that offer based on stipulations that it was based on a time restriction which they failed to honor. As it stands they can successfully claim that they relied on their detriment based on the terms provided and therefore you are not longer able to change your mind or claim a contract did not take place. Hence, liability would indeed attach to you in this particular situation.


Hope that helps clarify.

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