Confirmation Notes in the English Common Law

Confirmation notes allow parties to a final or near-final contract to specify the terms of their agreement and thus render it binding. As a result, the note may take the form of an offer or acceptance or, if so specified by the parties, it may just as well serve as the contract. Where the note does not serve as a contract, the receiver is presumed to have accepted its terms if it has not rejected within reasonable time. A confirmation note that adds, modifies or limits the parties’ original (usually oral) agreement has no effect, unless the receiver unjustifiably delays conveying its rejection thereof. Moreover, it should now stand as good law that the parol evidence rule is generally inapplicable where one of the parties seeks to prove the existence of a term based on a confirmation note.