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Given a written “agreement” between a “provider” and a “client”:

  • that exists solely as a single PDF file (there is no hardcopy version)
  • has a few “sections”, each of which is untitled and un-numbered, basically like paragraphs, albeit on separate pages within the document
  • the sections all deal with different aspects of the same overall single dealing/interaction
  • has separate places under each “section” where the provider wants the client to electronically sign to acknowledge/agree with the contents of section
  • some sections deal with what is being provided, some sections deal with what the client has to pay the provider under certain circumstances

How strongly can it be legally argued that the PDF is a single document, and that signing or not signing the sections should be treated as a single inseparable action?

If so (or even if not so), how strongly can it be argued that signing or not signing of the sections of a later PDF that replaced a previous electronically signed PDF for the same dealing (same document, except with the delivery date moved to a later future date, which in fact was the eventual delivery date) overrides then signing or not signing of all sections that were signed or not signed in the previous PDF?

ie does the second PDF completely replace the first?

This question is asked in the context of enforceability by the provider in both USA and Australia.

  • Whether it's one "agreement" or several is irrelevant -- there's no contract til the "provider" and "client" both accept it. If one side will only accept all or nothing, then it's all or nothing, even if it's a dozen separate agreements. – cHao Apr 27 '18 at 1:02
  • FWIW, the situation that you are describing is known in contract scholarship as a "battle of forms." – ohwilleke Apr 27 '18 at 2:22
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A document is not a contract

The contract is the entire legally enforcable agreement between the parties: the document is simply a record of the contract's terms.

** A conract can be evidenced by none, one or many documents **

A verbal contract has no documentation. A simple contract may have one written document. A complex contract, say for the construction of a building, may have tens of thousands of documents.

** Entering a contract happens when the agreement is made **

Once an offer is made and accepted there is a binding contract irrespective of when (or if) any documents are signed.

Variations

A contract can only be varied by:

  • a term in the contract that provides for variation
  • another contract between the parties

For the changed delivery date to be binding thene there either needs to be a provision in the contract allowing for the delivery data to be changed (and if there are conditions on how it can be changed these must have been followed)

OR

By a new contract where each party provided something of value - if the delivery date changed to suit the vendor, what did the buyer get in return? Or vice-versa. Note that consideration does not have to be money, just something of some (even nominal) value.

A signature is evidence of agreement

A signature is very strong evidence that the person agreed to the terms - in fact it is almost irrefutable evidence.

The absence of a signature is evidence of nothing. In the event of a dispute, determining what the terms are will depend on other circumstance - usually the actions of the parties. For example, if you are provided with a contract's terms and then take any action that brings about the contract (e.g. like accepting the goods) then that is evidence that you have accepted the terms.

  • Your last point is most relevant. The wording was “By signing below, I acknowledge [client pays provider if Y happens]” and it wasn’t signed, and there was also a check box, that was unchecked, saying “I hereby elect [provider] to provide [stuff]”. The stuff was provided (and used by client). “Y” happened and provider wants to invoke that section. An earlier version did have a signature+check, but that document was cancelled and a new document issued. What is the likelihood of success if the provider sued the client, given the 2nd contract was the one executed? – Bohemian Apr 27 '18 at 3:17
  • Also, perhaps not that relevant, but verbal discussions never mentioned having to pay anything back and verbiage used sounded like the provision of the stuff was being given (gratis, which could be conceivable) to the client as part of the broader contract. – Bohemian Apr 27 '18 at 3:27
  • @Bohemian The likelihood of success is a number between 0 and 1 inclusive. – Dale M Apr 27 '18 at 4:55
  • Nitpick: the near-irrefutable evidence is less whose signature appears on a document, than who signed it. – cHao Apr 27 '18 at 16:36

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