Understanding contracts before you sign

Agreement can exist before the signature

In Jerwyn Balthazar and others v The Trinidad and Tobago Football Association, CV2017-04051, the High Court explained the basic requirements for a binding contract: capacity, intention to create legal relations, offer and acceptance, and consideration. The case concerned payment arrangements for national futsal players and technical staff. Read the judgment, paragraph 35.

“These elements apply to a contract that is oral or written, or both.”

Balthazar and others v TTFA, CV2017-04051 · paragraph 35, printed page 18

Businesses should therefore avoid assuming that nothing matters until a formal document is signed. Equally, the absence of a signature does not prove that a binding agreement exists. The communications, conduct, essential terms and applicable legal requirements need examination.

Specific transactions also have formalities. Sections 5 and 6 of the Sale of Goods Act, Chap. 82:30, illustrate why broad rules can mislead: section 5 recognises several ways of making a sale contract, while section 6 imposes conditions for enforcing sales of goods valued at $100 or more, with alternatives involving acceptance and actual receipt of part of the goods, earnest or part payment, or a written record signed by the party to be charged or their agent. Read sections 5–6.

Read the commercial arrangement as a whole

Start with what each party is actually promising. Identify the legal parties, the work or goods covered, the price and payment stages, and any dates or conditions that affect performance. Ask how additional work is authorised and priced. Check the documents incorporated by reference, including schedules, specifications and standard terms.

These are practical review questions, rather than a statutory checklist that guarantees validity. The appropriate terms depend on the transaction. Where an important point remains unresolved, record it clearly and obtain advice on whether the parties intend to be bound before it is settled.

Notice clauses can affect payment

In Uniform Building Contractors Ltd v The Water and Sewerage Authority of Trinidad and Tobago [2026] UKPC 2, a Trinidad and Tobago appeal, the Privy Council examined claims for additional payment under a construction contract. At paragraphs 66–69, it addressed the contractor’s failure to comply with contractual claims requirements, including a 28-day notice condition, and concluded that there was no contractual entitlement to payment for the disputed items. Read the judgment, paragraphs 66–69.

That deadline came from the particular contract. It is not a universal deadline for business claims. The practical lesson is to understand notice procedures, who must receive a notice and what must be provided. Do not assume an informal conversation removes an express requirement.

Keep the record and seek advice early

Retain the agreed version, its attachments, relevant correspondence, approvals and payment records. If the arrangement changes, check the agreed variation procedure and record the change appropriately. A useful contract should also address how the relationship ends and what happens to outstanding work and payments.

Before committing, consider a review by an attorney-at-law practising in Trinidad and Tobago, especially where obligations are unclear or the financial exposure is significant. Bring the complete document and explain the intended transaction. Early review gives you an opportunity to clarify terms while they can still be negotiated.

This article provides general information, not legal advice on a particular contract.