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Suppose:

  1. We received the following email proposal for a new leased line:

    Please find quote below for leased line Ethernet fibre:

    10/100 fibre Ethernet Direct Internet Access (DIA) circuit. Nil installation and £X per month.

    20/100 fibre Ethernet Direct Internet Access (DIA) circuit. Nil installation and £X per month.

    The Ethernet fibre quote includes a managed Cisco 800 series router to terminate the circuit and proactively monitor it, a 24/7/365 support line for use by either you. The circuit is supplied with 8 IP addresses of which 5 are usable as standard. The standard lead-time is 75 working days and this quote is based on a 36 month contract term. All quotes are subject to contract, survey and valid for 30 days. Prices exclude VAT and are billed quarterly in advance. E&OE.

  2. We replied with an email simply saying, "We would like to go ahead with the 20/100 option."

  3. We paid the service provider for 12 months, during which they provided the leased line but no support line, despite our subsequent request.

Does the email chain and subsequent payment and service establish a legally binding contract? And is the failure to provide the support line sufficient grounds for us to terminate the contract?

  • Talk to your company lawyer or legal department. – BlueDogRanch Oct 12 '18 at 13:18
  • Usually there is a contract that is signed after this which sets out the binding terms including termination. These types of "puffing" emails prior to a contract are not typically part of the contract, what matters is what is signed and what comes after that. – Ron Beyer Oct 12 '18 at 14:52
  • The missing detail in your question is whether there was any other document, i.e. a signed contract. The invitation to treat (the quote) says that there will be. Was there? – user6726 Oct 12 '18 at 21:37
  • @user6726 - No, there was no further documentation or contract. The only agreement we have is based on that email. – 5Diraptor Oct 15 '18 at 6:04
  • Just a note: If the quote says "quotes are subject to contract", you should clarify that (in writing). If you had asked for a contract right away, things might be clearer now. I know, hindsight and all that... – sleske Oct 17 '18 at 8:56
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does the email chain above set out a legally binding contract, would it stand up to the test in a court

Generally speaking, yes, unless you signed a "more formal" contract thereafter. The more formal contract would supersede the email chain. Furthermore, the subsequent conduct by both parties evidences the existence of a contract.

The fact that you have been provided with the service and that you have been charged for these ~12 months evidences the formation and existence of a contract.

is the breach of contract sufficient to give us grounds to terminate the contract?

Yes. To substantiate a claim of breach of contract, you will need to provide evidence that the "24/7/365 support line" is missing or unacceptably subpar in that it has caused you losses (such as downtime and consequent impact on your operations), or that such pattern of service disruptions would subject your company to imminent risk of losses if you were forced to stay in the contract for the remaining ~24 months (obviously, you will need to establish that this item or feature is not just incidental to the contract).

  • Thanks @Iñaki Viggers, good reply - when you say we'll need to establish the feature is not just incidental, can you explain that? or give an example? – 5Diraptor Oct 15 '18 at 6:05
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    The email is clear in that the support line is within the scope of the contract. But the provider might allege that that is more of an extra-contractual courtesy and that therefore the support line deficiencies do not amount to breach of contract. – Iñaki Viggers Oct 15 '18 at 14:04
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Ther email is apparently an offer, and your reply would be an acceptance, which generally makes a contract. As the part about

All quotes are subject to contract, ...

implies, it would be normal practice to followup with a fully spelled-out contract. If such a contract was signed, its terms would control, whatever they were.

As @Iñaki Viggers writes, the provision of service and your payment for it is also evidence of the existence of a contract.

The support line is clearly part of the offered service. Its absence sounds like a valid reason to declare the provider in breech of its contract, unless the provider could argue that the support line was a merely incidental part, and its absence was not materiel (or unless they could argue that support was in fact provided). This is the kind of detail where consulting with a lawyer knowledgeable about contract law in your specific jurisdiction would be a good idea.

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