As part of negotiations, the purchasers lawyer sent the sellers an email with an offer to purchase an apartment at a certain price and payment terms, and the sellers replied that they agree. However, at a later stage the sellers retreated from their intent to sell and the purchaser insisted on purchasing the apartment and even insisted on receiving the agreed compensation specified in the draft agreement which was not signed.
The Court held that there is a binding agreement between the parties, but there is no place for charging the agreed compensation set in the draft contract. A contract is entered into by way of an offer from one party towards the other party and the acceptance of the offer by the offered party, with the offer and acceptance sufficiently detailed and show agreement. In fact, even a memorandum of understanding or any other early document exchanged between parties may constitute a binding agreement. Here, the main elements required for a binding agreement were included in the correspondence and because there was no further substantive lack of agreement between the parties, the absence of signing the "final" contract does not hange except in exceptional cases, which are not the case here. Therefore, a binding agreement for the sale of the apartment was executed, which content is as stated in the correspondence. Because the agreed compensation appeared in the draft agreement but was not in the correspondence which created the agreement, the agreed compensation clause is not binding.