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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