What are the annual compliance obligations for a New Zealand company?
- 02.09.2026
A supplier says we agreed to buy stock for the year based on email exchanges and a verbal chat with our manager. We never signed anything formal. They are now claiming a large sum for goods we did not take. Can a contract exist without a signed document?
Yes, a contract can be formed without a signed written document. Under the Contract and Commercial Law Act 2017 and common law, a binding contract requires offer, acceptance, consideration and an intention to create legal relations, and it can be formed by emails, conduct or a verbal agreement. Some contracts must be in writing, for example those for the sale of land, but a supply agreement usually does not. The question is what was actually agreed: did the emails set out certain and complete terms, and did your manager have authority to bind the company? Collect all communications, prepare a timeline and get advice quickly. If a contract exists, you may still have defences, and the supplier must take reasonable steps to reduce its losses.
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