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Email, a Legally Binding Contract?
slashrot writes "Boston.com has a story on a dispute between a home buyer and seller in which they agreed on terms in a series of email messages. Superior court judge Ernest B. Murphy decided that even though these messages only contain typewritten names instead of signatures, they still constitute a binding contract. It's said to be a first in Massachusetts." The particulary look to me like a home seller trying to weasel
out of a deal, but the ramifications of the decision are substantial. This is
really worth a read.
I wonder why there is even a discussion over it. A contract never needs a signature, every time you buy a quarterpounder at McD you make a contract. Even multi-million-dollar transactions at the NYSE are made without handwritten signatures. As long as it is clear who the two negotiators are there is no doubt that two declarations of intention are made.
This is my opinion, IANAL.
Verbal or implied contracts are valid in many jurisdictions. When you order food at a restaurant, you have entered into an implied contract to pay for the meal.
If you make a verbal contract or agreement you are also bound by it, however it is difficult to prove and dispute. "I didn't say that" can easily shift the burden of proof.
Email should come out as a documented verbal contract, not as strong as a signed notarized contract, but at least at the level of implied or verbal.
To avoid this you have to be careful what you say ALWAYS. If the seller had just put any disclaimers that this wasn't a final agreement to sell, or that he had to check with his wife, or look into some other issues, he'd probaly be okay.
Personally, when I explain a simplified situation (big part of my job) I always add a nice disclaimer, that this advice/opinion is dependant on many assumptions and specifics to this application. You would be surprised how often people take "what you said" and apply it to something else.
That's what expert witnesses are for.
I could bring a piece of paper in with your "signature" on it. A hand writing expert would examine it.
Similarly a computer scientist of some sort would examine the logs of the various networks involved and see if the email could be real.
Tom
Someday, I'll have a real sig.
This means:
"I reserve my right not to be compelled to perform under any contract or commercial agreement that I did not enter knowingly, voluntarily and intentionally. And furthermore, I do not accept the liability of the compelled benefit of any unrevealed contract or commercial agreement."
This is a simple 1st year law school question.
There are no magic words of words or secret handshakes needed to form a contract you simply need 3 things (each with subparts):
Here, the trier of fact (judge or jury) felt that the emails constituted a showing of mutual assent. Mutual assent is traditionally shown by an (1) offer and an (2) acceptance.
The prima facie case for offer is:
And the prima facie case for acceptance is:
Of course you need to have not terminated the offer before acceptance. And, meeting each of these elements is a question of fact. So, the judge/jury listen to witnesses and evidence and decide what really happened. This is where "the email was forged" defense comes in, because it negates the YOU made the offer/acceptance.
Even if you meet the mutual assent element of the traditional contract test, you still need to meet the other two elements.
So, it is not unreasonable that an email, and handshake or even a pinky-swear would form a binding contract, if that is what you used to get to mutual assent.
Exactly what I was about to say. Note that Uniform Commercial Code, Article 2 only applies to contracts for the sale of goods (not land), but most of the principles in the UCC reflect the common law. In particular, from section 1-201:
.
(38) "Signed" includes any symbol executed or adopted by a party with present intention to authenticate a writing.
. .
(45) "Written" or "writing" includes printing, typewriting, or any other intentional reduction to tangible form.
Doesn't mean the guy's going to win, just that it's not going to be thrown out on the grounds that the contract isn't contained in a "signed writing".
It states:
Certain seems to be satified here.Sig: What Happened To The Censorware Project (censorware.org)
You are correct, however the UCC analysis can go even further. More than 100 years ago a man in (I think) New York asked an agent in Georga to find him some property. The agent did and sent him a telegram saying that he found the perfect spot but had to act NOW. He told him to send a telegram back that said I AGREE. (Recognize those words?) Anyway, the guy did, and as you can guess he then tried to get out of the contract. The (I think) supreme court decided that your signature was whatever you intended your authentication to be. This case is almost certainly you will find "I AGREE" on the button you click to install new software. As a side note, the UCC also allows the use of letterhead stationary to constitute a binding signature.
This case was almost certainly decided on a demurrer or 12(b)(6) motion which merely tests the sufficiency of the pleadings. What this means is that the judge has only said that there is enough alleged for the case to continue. Whether or not there was a contract, or forgery, or fraud or whatever is usually left to the jury. Having said that, if the parties agree on all the facts, such as that they did write the respective e-mails, then this case is ripe for summary judgment, where the judge decides the issues of law, such as whether or not the e-mail signature is binding. That would result in a quick appeal, and then some binding precident in Mass...with any luck.
-cliff, esq.
The promises in a contract only need to be specific enough to "identify a breach and grant a remedy"; they don't have to encompass every possible term of the the agreement. If the agreement is silent on a material term, the court will generally "fill in" that term with whatever is done in the normal course of business.
The article reports a definite agreement to buy/sell the house for a certain sum of money. There's no mention of things like closing costs, points, escrow fees, financing contingencies, etc., all of which would be in a standard form real estate purchase agreement, but none of those are relevant to the case (if they were, the court might fill in a commercially reasonable term, or it might send the parties to some sort of arbitration/mediation to work them out).
IMO, and as reported in the article, the e-mails were definite enough to form a binding contract. The primary issues are the Statute of Frauds (on which the judge ruled, and I think correctly), and the necessity of the wife's agreement (which doesn't look so good for the plaintiff).
IAAL, but you're not my client(s), this isn't legal advice, I'm not licensed in MA, etc.
The part of the article that is odd is that the court appears to think that the email between the husband-owner and the buyer was sufficient to bind the wife-owner because she is referred to.
How is this odd? Marriage laws frequently consider a married couple to be legally equivalent to any other kind of legal partnership... If this was the argument used no longer they lost the case.