A paid email booking is a contract, not a payment not due

The Court of Appeal (Inferior Jurisdiction), presided by Mr Justice Lawrence Mintoff, delivered judgment in T.S. vs Marina Di Valletta Limited on 8 July 2026. It holds that a boat owner who accepted a marina's offer of two berths by signing electronically and paying the full price concluded a contract, and that his later change of mind does not turn the payment into one not due.

It dismisses the appeal from the Court of Magistrates (Malta), which had refused a claim for €13,929.20.

The facts

The boat owner, acting through a special mandatary, asked the company to reserve two adjoining berths for a catamaran he was buying, for the season from June 2022 to May 2023. On 3 February 2022 he signed the berthing document sent to him electronically and paid a deposit, then the balance, and the marina acknowledged the payment the same day.

Later that month the marina told him it would re-send the contract because its lawyers were amending the terms and conditions. When delivery of the catamaran was delayed, he asked for a refund; the marina refused but offered either to refund him once it re-let the berths, or to move the booking to the next season at the same price.

He chose the second option in writing and then, a week before the season opened and after cancelling the purchase of the boat, asked for the first. The marina declined and he sued for the whole sum.

What the court held

The appeal raises three grounds: that no agreement was ever concluded, that no electronic contract arose under the Electronic Commerce Act (Cap. 426), and that the sum is recoverable as a payment not due.

On the first, the court holds that the agreement of 3 February 2022 was concluded by the owner's signature, which accepted the marina's proposal, and by his payment. When he later accepted the options the marina offered and chose one of them in writing, he accepted that the new arrangement replaced any earlier agreement. He could not return, on the eve of the season, to the option he had given up.

On the second, the court applies article 10 of Cap. 426: unless parties who are not consumers agree otherwise, an electronic contract is made when the recipient of the service receives the provider's acknowledgement of the order. The marina acknowledged the order and the payment on the day they were made.

That the marina then announced changes to its terms "bl-ebda mod ma kellu jaffettwa l-fatt li s-suġġett tas-servizz [...] baqa’ l-istess" (in no way affected the fact that the subject of the service remained the same): two adjoining berths reserved for him.

On the third, the owner relied on article 1147(1) of the Civil Code, under which every payment presupposes a debt and what is paid without being due may be recovered. The court answers: "Ma jistax jingħad iżda li l-flus li tħallsu mill-appellant tħallsu minnu bla ma kienu dovuti" (it cannot be said that the money the appellant paid was paid without being due).

Both the February agreement and the later one governed the hire of two berths kept for him, and he failed to use them for reasons unconnected with the marina. The marina performed its side, so "ma jistax jiġi argumentat li l-causa kienet nieqsa" (it cannot be argued that the cause was lacking). The appellant bears the costs of the appeal.

Why it matters

A client who signs and pays for a service ordered by email, and receives an acknowledgement, is bound even if the provider says its standard terms will be re-issued. A client who later loses the use of the service for his own reasons cannot recast the payment as indebiti solutio; he must show the contract itself failed. A written choice between options offered as a goodwill gesture binds as a new agreement.

Where it sits

The case applies the formation of contract by offer and acceptance between persons at a distance. The first court placed Maltese law in the information theory, under article 110 of the Commercial Code, and treated the berthing contract as an innominate contract governed by the general requisites of article 966 and by article 992, under which contracts have the force of law between the parties.

Payment of a thing not due takes two forms: the quasi-contract in articles 1021 and 1022, which requires a payment made by mistake, and the objective form under article 1147, where the debt never existed or its cause has fallen away. The Court of Appeal decides on the articles alone and names no authority of its own.

The first-instance judgment it reproduces relies on the First Hall of the Civil Court of 28 March 2003 on offer and acceptance, of 2 October 2001 on the purpose of recovering a payment not due, and of 12 October 2005 on its two forms.

Source

Court of Appeal (Civil, Inferior), 130/2023/1, 8 July 2026.