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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.
In this case I don't think anyone doubts the authenticity of the emails (it appears to have been a long running series of emails discussing the selling and purchasing of a house, in a way that it is doubtful anyone is going to forge), but rather the defendant is claiming basically that because it wasn't a signed document that they are not bound by it. Yet just as the oft-known verbal contract, you don't have to sign a contract in many cases. Seems pretty clear to me.
The article makes a bit of a point about the email not having signatures. But "the writing is on the wall" for signatures. There are quite a number of retail outlets (Sears, Home Depot, etc.) that are now using the little electronic gadgets that collect your signature as a graphic and keep it in case they need it. This means that there are a growing number of computers that have collections of signatures in their databases. It is only a matter of time until some unscrupulous corporation starts using these to forge signatures. And it is a matter of an even shorter time after that until a victim proves in court that a signature is a forgery.
This will inevitably destroy the legal usefulness of signatures. An "electronic paper trail" such as was used in this court case will be a much more reliable proof of contract. This case is just one of the first in a series that will change the way that "proof of contract" works.
It is, of course, not terribly difficult to forge email. So we should have some fun cases to study in the next decade or so, as the courts try to come to terms with this brave new world.
Those who do study history are doomed to stand helplessly by while everyone else repeats it.
However, I don't believe there's anything magic about a signature. Verbal contracts are often enforceable, so why not email?
It doesn't appear that either side are disputing that these emails are not authentic. Seems like it would have at least the same force as a verbal contract.
This would all be subject to various local laws. I know that in Texas, only written contracts are enforceable for real property. Verbal contracts, even when witnessed, are not.
As I said, I am not a Lawyer and I'm not giving legal advice, just making observations.
As the chain of emails grows, the liklihood of one or both of the parties' communication being faked diminishes quickly.
:-)
When you send an email, you can fake the headers, but if you have repeated two way communication, including quoted material, it's obvious you have a communication between two verifiable email addresses.
The questions then become:
1. Do the email addresses track back to the individuals in question?
2. Did the parties involved in the dispute engage in this conversation together, or not?
3. Could someone else have had complete send/receive control of the email account in question at the time over the time of the disputed conversation? (Man in the middle attack possibly?)
Claiming one did not send emails when one did is a dangerous game when testimony under oath comes into play.
What we have is a case of a "verbal" contract, though with written transcription as evidence.
The judge may be breaking some interesting ground with this decision, but I don't think he's too far off the mark.
And yes, digital verifiable signatures would be better.
Forgery has nothing to do with this case though. He is not saying he did not send the e-mails what the guy is saying is that it is not a contract... which is incorrect. If I called him up and said "Hey I will buy your house for 1.895 million." and he said okay... then we have a verbal contract so why would it be any different if it is in an e-mail or a hand delivered letter or by the phone. A contract is a contract.
Now this would be a totally different case if he said he was not the one that was sending the e-mail. I think it would also be a totally different case if he said "You know what... I don't want to sell it anymore". But the simple facts are he wants to sell it, he did send these e-mails, and someone came and offered him more money and now he wants the extra money.
--MD--
Contracts never need to be in writing. However, enforcing contracts is another matter. Real esate contracts are unenforceable unless they are in writing and signed. This is called the Statute of Frauds (i.e. certain kinds of contracts, including real estate, must be in writing if you want to be able to force the other party to abide by the terms of the contract in court). 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. That goes against the Statute of Frauds because the entire point of it is to make the agreement explicit rather than implicit. If there is nothng explicit to show her acquiescence to the agreement and she does co-own the property, I'll be stunned if this court or, more to the point, an appeals court finds that an enforceable contract exists.
Q:How many libertarians does it take to stop a Panzer division? A:None. Obviously market forces will take care of it.
Optional, and I think seldom supported. Definitely not on by default in sendmail. Just as importantly the receipt could be forged, so it isn't real useful.
Many (not all) systems use one large file for each mail folder. The one I used that didn't (MH) still marked up the file and lost the original time stamp (plus one can use "touch" to alter that as well).
Yes it is illegal, and immoral, but it is very hard to prove which party did it! If the two of us are in dispute, how could the court know which of is has the invalid document? In this country they will not just jail us both, nor will they pick at random. You need a lot stronger case then the one that proves at least one of us, but not which one of us forged the mail!
Of corse it doesn't match! The problem is proving which (if any!) was unedited! Is the "contract" saying $1.86mil or $1.94mil the real one?
Nobody will get away with an obviously unreasonable price, but one can claim the price was 10% or 20% higher (or lower) then the real one. You may not get that price, but you may well be able to get out of the "contract" by claiming you agreed to something different then what the other guy has.
Of course, then, sometimes people send out long memos, or detailed documents, or whatever... Either way it's gonna be a mess.
The Mongrel Dogs Who Teach
If either of the parties had denied that the emails were valid, then the judge may have ruled differently. However, from what I could tell from the story, neither party denied the authenticity of the email exchanges. Therefor, the judge made a sane ruling and said that the contract was valid.