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Parties to a contract must show mutual assent to its terms, as just indicated, and as set forth in Restatement (2d) contracts where at section 19 it says in subsection: "(1) The manifestation of assent may be made wholly or partly by written or spoken words or by other acts or failures to act (2) The conduct of a party is not effective as a manifestation of assent unless he intends to engage in the conduct and knows or has reason to know that the other party may infer from his conduct that he assents."
Plaintiff, a natural gas supplier authorized to supply natural gas in Connecticut, entered into an agreement with defendant LLCs and Moore, collectively and/or individually were acting as and/or doing business as J and H Hospitality. Under the agreement, plaintiff would supply natural gas services at property owned and/or controlled and/or managed by the defendants. Despite sending monthly invoices to the defendants for the services rendered, the latter failed to make all the required payments. Plaintiff then instituted a complaint, alleging breach of contract. According to the plaintiff, the defendants have been unjustly enriched by virtue of their failure to pay the sums owed to the plaintiff.
Was there an enforceable contract between the plaintiff and the defendant which the defendant then breached?
The court noted that in order to create a contract, there must be an unequivocal acceptance of an offer. The law, however, did not require an express acceptance. Acceptance may be shown by acts or conduct indicating assent to an offer or, under appropriate circumstances, acceptance may be implied by the offeree's silence and inaction. Moreover, if the offeree’s conduct led the offeror reasonably to conclude that the offer was being accepted. The court further noted that a party who signed an instrument has manifested assent to it, and may not later complain about not understanding or reading. In this case, the court held that there were two documents central to the claim made, i.e., the contract between the parties, and the switch over form which must be signed so that the entity charged with delivering the gas can commence making deliveries. The court found that the defendants signed the switch over form, notwithstanding the defendants’ denial. However, assuming arguendo that the switch over form was. Not signed, the court held that other factors indicated that a contractual arrangement was in effect whether or not the defendant signed the switch over form. The court noted the fact that the defendant accepted the natural gas delivery for six months, and not once did it claim that a necessary document for the establishment of the contract was not signed.