Is My Company Protected if the Customer Didn’t Sign the MSA but Provided a Purchase Order Referencing the Service Agreement in Canada?

Question from H, Is My Company Protected if the Customer Didn’t Sign the MSA but Provided a Purchase Order Referencing the Service Agreement in Canada?

Answer from AI:

In general, a Master Service Agreement (MSA) is a contract reached between parties, in which the parties agree to most of the terms that will govern future transactions or future agreements. A purchase order, on the other hand, is a commercial document and first official offer issued by a buyer to a seller, indicating types, quantities, and agreed prices for products or services.

Legal Implications of Unsigned MSAs and Purchase Orders

In Canada, the legal enforceability of an MSA or a purchase order can depend on several factors. These may include the specific wording of the documents, the conduct of the parties, and the context in which the documents were used.

• Intention to create legal relations: If the purchase order references the MSA and both parties act as if they are bound by the terms of the MSA, this could potentially indicate an intention to create legal relations, even if the MSA was not formally signed.
• Consideration: If your company has provided services under the MSA and the customer has paid for these services, this could potentially be seen as consideration, which is a necessary element for a contract to be legally binding.
• Estoppel: In some cases, if one party has relied on the terms of the MSA to their detriment, they may be able to argue that the other party is estopped, or prevented, from denying the validity of the MSA.

Legal Advice and Next Steps

While these general principles may apply, the specific facts of your situation can greatly affect the legal implications. Therefore, it is strongly recommended that you consult with a legal professional for personalized advice.

A lawyer can review the specific terms of your MSA and the purchase order, as well as any relevant correspondence or conduct between your company and the customer. They can then provide advice on your company’s potential legal position and suggest possible next steps.

For more information on contract law in Canada, you can refer to the Competition Act and the Law Society Rules.

Remember, this information is intended to provide a general understanding of the law. It is not intended to provide legal advice. Always consult with a legal professional for advice tailored to your specific circumstances.