Caught in the Web? Beware Your Email Becoming A Binding Contract
June 3, 2005
Email is a method for exchanging text-messages and for sending other types of computer files over the internet. The primary benefits of email over traditional hard copy correspondence are speed, convenience, and verification feedback. However, email negotiations in a contractual setting can be a dangerous form of communication, yielding unexpected results for the unwary. What one party believes is a casual exchange of email correspondence may be interpreted as a binding agreement by the second party, and more importantly, by the courts.
Generally, an enforceable contract is formed when a party unequivocally manifests its assent to be bound by the terms outlined in the other party’s offer. Specifically, there are three factors necessary to create a contract: 1) an offer, 2) acceptance, and 3) consideration. Moreover, Massachusetts has a “statute of frauds” that requires any contract for the sale of real estate to be in writing and signed by the party to be charged.
For the most part, the tried and true rules of contract law that make the traditional paper and ink communication enforceable make email communication enforceable. This rule may be counterintuitive with what many people regard as the informal or casual nature of the email medium. However, courts clearly indicate.
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by: Todd C. Ratner, Esquire
May 30, 2005