The win should be that you and your customers should be protected from the accidental conclusion of a contract that they did not intend or discussed or negotiated. Businessmen and lawyers should think that every e-mail sent corresponds to a damp signature on a paper letter that can form the basis of a binding contract, unless the contractual intent is clearly and explicitly invoked. Since the validity of e-mail contracts is generally accepted by law, it is important to exercise caution when making e-mail transactions. To this end, the following advice may be helpful: However, if a preliminary hearing is conducted in a less formal manner, the parties could be legally bound by the simple exchange of emails on the basis of the existence of the items listed above. In addition to pre-negotiations, when parties discuss changes in agreements or comparisons, it is also easy to reach an agreement without intent. Some email systems automatically cut off the feet of emails, especially when an email chain comes and goes. If the above five elements are present, you may find that you have entered into a legally binding contract without realizing it. Most people see contracts as formal agreements that are written and signed by the parties involved, often with lawyers present, but the fact is that a contract is only an agreement between several parties for the exchange of valuables and that the physical form of the contract is not so important. Today, pixels reign. Emails, instant messaging and other electronic communications (together for this article “emails”) have revolutionized the way we all communicate and correspond.
They made it lightning-fast and much more informal than paper correspondence, such as traditional letters and faxes. But, like most innovations, these electronic means of correspondence have created new problems. The main one is the involuntary and unwanted contract. The best progress of communication, which could lead to a binding agreement, is to state definitively in an early e-mail that all communications are non-binding and that there will be no binding agreement until the parties execute a full and formal agreement. William Galkin has dedicated his practice as a lawyer to the representation of internet companies, e-commerce, information technology and new media companies in the United States and around the world. He advises start-ups, emerging, established and multinational companies in their core business activities, including business creation and transfer, intellectual property, licensing and technology transfer, compliance with legislation and agreements for online businesses.