If a supplier sends a detailed contract note after the price and quantity were agreed, keep the entire transaction trail before deciding whether its arbitration clause applies. The absence of a countersignature is not a universal answer. The contract documents, communications and conduct may need to be assessed together, particularly where the parties have traded before.
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Reconstruct the exchange in order
Collect the quotation, purchase order, email confirmation, later terms, delivery documents and payment records. Retain the versions and dates actually used.
Identify references to standard terms, attachments and website versions. A link to today’s terms may not show what was communicated when the order was made.
What does the court authority illustrate?
In R1 International v Lonstroff [2014] SGCA 56, the Court of Appeal considered whether terms in a later contract note, including arbitration, were incorporated. The decision shows why the full commercial exchange matters rather than a signature-only test.
Ask advisers to examine the actual facts. Do not assume this means every clause sent after an order is binding, or that every unsigned clause can be ignored.
Example: both sides refer to their own terms
A buyer’s purchase order names one court, while the supplier’s confirmation refers to arbitration elsewhere. Staff then accept delivery without discussing the discrepancy. Preserve the sequence and any objections before asserting which clause wins.
Prepare a contract-formation file
- Each offer, order, confirmation and attachment.
- The terms and version each party referenced.
- Evidence of delivery and receipt.
- Objections, negotiations and amendments.
- Earlier transactions and their paperwork.
- The dispute documents and response dates.
Keep original messages where possible. A selective summary prepared after the dispute can omit the facts that determine the outcome.
Obtain advice before committing to a forum
Explain whether court papers, an arbitration notice or only a commercial complaint has arrived. Ask counsel about jurisdiction, the clause’s scope and the appropriate response before taking substantive procedural steps.
Do not assume a letter saying “we reject arbitration” resolves the issue or suspends deadlines. Overseas proceedings may require coordinated advice in more than one place.
Does an unsigned contract note always fail?
No. The agreement and surrounding evidence require assessment.
Should staff delete the supplier’s terms because they disagree?
No. Preserve them and the actual response history.
Related guidance
arbitration and court proceedings; commercial dispute records; checking all transaction documents.
Discuss your next step
RCS can coordinate contract-document review and dispute advice through legal advisers from associated law firms. Email [email protected] or WhatsApp +65 8501 7133. Legal advice is provided by advisers from associated law firms.