An email may be sufficient for an agreement

The Court had to delve into the wording of an email to see what agreement had been reached by the parties. This was held in a Court of Appeal judgement in FM Promotions Limited -v- Classic Group Limited. The judgement was delivered by Mr Justice Lawrence Mintoff on 29 November 2023.

The Appellant company, Classic Group Limited, has appealed from a judgement of the Magistrates Court. The Court on 8 February 2023 had upheld the Plaintiff company, FM Promotions Limited and ordered Classic Group to pay €9945. This sum represents a sponsorship on an activity that took place in 2011. The Appellant company had sent an email in April 2011 that they were accepting to sponsor the activity by selling 175 Ice-Watches for €66.30 each.

The Appellant Company argued that it should not pay because the Plaintiff company was misinterpreting the email.

The Magistrates Court held in its judgement that the centre of the dispute was the interpretation of an email sent by Classi Group to FM Promotions. There was no written agreement, but just an email. The Court held that Article 993 of the Civil Court binds parties to a contract to be in good faith. It quoted Gloria Beacom -v- AIC Anthony Spiteri Staines decided on 5 October 1998, which held that the conditions of any contract should be respected by the parties to the contract.

The Plaintiff company argued that it had an option to either give the watches to those who purchased VIP tickets or else sell them at an agreed price. The difference in price from the price they purchased the watches and the agreed price, was profit for the Plaintiff company. The Appellant company argued that these were only tied to the VIP tickets. The Magistrates Court agreed with the interpretation that the Plaintiff company could use the 175 watches both to give away to VIP ticket holders or to sell them. Since the Appellant company did not keep to the agreement, the Plaintiff company suffered damages. The Plaintiff Company gave away only 25 watches to VIP ticket holders. The Magistrates Court also did not agree with the Appellant company that the Plaintiff company did not fulfil its obligations.

The Appellant company filed its appeal arguing that the email did not suggest a sharing of profits and the price of €66.30 for each watch was to be sold to the VIP ticket holders and not for the Plaintiff company to make a profit.

The Court of Appeal quoted from a judgement delivered by the First Hall of the Civil Court in Chef Choice Limited -v- Raymond Galea et of 26 September 2013 was relevant to this case. From the outset the Court of Appeal agreed with the judgement delivered by the Magistrates’ Court, which upheld the Plaintiff Company’s claim for payment. The issue was the interpretation of the email, since an agreement was not signed. As such the Court had to investigate the email. The Court of Appeal agreed with the First Court that the sponsorship of 175 watches was not dependent on whether the Plaintiff Company sold VIP tickets. It was clear that the Plaintiff Company could have sold these watches at the same market price as the Appellant Company.

The Court of Appeal moved to reject the appeal