Subsequent behaviour
and e-mail decisive for
what has been agreed

A Stockholm District Court case highlights the importance of e-mail correspondence when it comes to modern contract law and the fact that paying invoices can be deemed to signify approval of price increases. 

The parties - a firm of auditors and a limited company - had entered into an oral agreement that the firm of auditors would carry out work relating to certain accountancy and invoicing duties for the limited company. 

According to the auditing company, the scope of work subsequently grew to include the company’s annual report and tax returns. The limited company did not believe that the auditors had been instructed to carry out any such assignment, and that only limited duties were to be carried out. 

The argument: e-mail and the limited company’s actions 

In this case, the district court’s job was to decide what the parties had actually agreed on. From one of the pieces of e-mail correspondence between the parties during the period in question, the court was able to establish that the limited company had sent invoices, made enquiries, ordered services and discussed work relating to tax returns on an ongoing basis. In view of this, and the fact that the company had sent back a signed tax return, the court’s concluded that the agreement included both ongoing accounting and tax return work. 

What price had been agreed? 

Another issue in the case was what price the parties had agreed on. During the year, the auditing company had increased its hourly rate by SEK 30, simply by stating this on its invoices. The court noted that although a price increase cannot simply be applied in such a way, in this case the company was deemed to have approved the price increase by paying several invoices with the higher rate. 

Contract law Contract interpreting E-mail

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