0370 270 6000

already registered?

Please sign in with your existing account details.

need to register?

Register to access exclusive content, sign up to receive our updates and personalise your experience on brownejacobson.com.

Privacy statement - Terms and conditions

"noted, with thanks” - the perils of negotiating settlement agreements

12 January 2015

A recent decision stresses the importance of expressly stating when a settlement offer is intended to be ‘subject to contract’ (ie not binding until a formal written agreement has been executed).

In Bieber and others v Teathers Limited (in liquidation) the claimants accepted – via email – a settlement offer relating solely to the sum to be paid by the defendants, and stated that they would circulate a draft consent order. The defendant replied “noted, with thanks”. Subsequently, the claimants provided a draft consent order; in response, the defendants proposed a long-form settlement agreement (which included an indemnity for third party claims to the defendant), which the claimants refused to sign.

The judge found that whilst previous offers had been expressed to be subject to contract, the accepted offer was not and no such qualification could be inferred. Strikingly, the judge held that “noted, with thanks” suggested no further terms had to be considered (the defendant should have referred to the remaining issues to be dealt with before an agreement could be concluded). The whole course of negotiations did not suggest that settlement required a signed formal agreement; the offer was clearly intended to include all claims, counterclaims and costs, without any previous attempt to reserve third party claims. It did not matter that the underlying litigation was complex; settlement of the dispute was not.

related opinions

Retail ATMs and business rates: clarity at last!

Judgement has been handed down for the seminal case of Cardtronics UK Ltd and others (Respondents) v Sykes and others (Valuation Officers) (Appellants) [2020] UKSC 21.

View blog

More protection required for retailer workers as violence is on the rise, according to latest statistics

Following an MP debate on 5 November 2019, the government is due to release long-awaited guidance as to how it intends to protect workers in the retail industry against violence, harassment and abuse.

View blog

Retail woes extending beyond the property sector and into financial markets

Some commentators had anticipated that persisting retail sector challenges might disrupt more than the make-up of the high street or commercial property negotiations between landlords and tenants.

View blog

Deadline for registration for all operators and pilots of drones – midnight today!

Mandatory registration under the Drone Safe Drone and Model Aircraft Registration and Education Service starts at 00.00 on 30 November 2019.

View blog

mailing list sign up



Select which mailings you would like to receive from us.

Sign up