To decide whether an email exchange is a legally binding contract, you need to look very closely at the words used. 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. While UETA and E-Sign require the parties to first agree to the electronic implementation of the transaction, the “agreement” is considered in light of environmental circumstances. For example, the courts will consider whether the parties have explicitly or implicitly agreed to conduct the transaction electronically. Implicit agreements may be based on ongoing e-mail negotiations, on parties who use e-mail as the primary means of communication, or on the specific content of e-mail. In order to deny such an agreement, the courts will also consider whether one of the parties has an additional disclaimer on its e-mails, which refuses the contents of emails that must be construed as a mandatory offer or acceptance. It is easy to see why contract cuts like this are happening in our digital age. Companies strive to respond to customers and have armed their employees and managers with i-phones, blackberries, laptops and tablets to ensure they are reachable at all times.
But this ability to react almost immediately can and leads to errors. Employees can respond to emails or phone calls without realizing that a hastily drafted and leaked response can cancel a full contract negotiated for several months and signed by the parties. Word to the Wise: Digital communication such as e-mails, instant conversations and text messages can be legally enforceable contracts. Fact-based allegations such as this are legally binding. Other ways to avoid emails that establish or modify a contract are: Thus, there is a theoretical basis for the idea that an agreement on the terms in an e-mail, formally indicated or not, could constitute a legally binding agreement, and this theoretical basis was born in the real world by law. A simple way to do this is to use a simple disclaimer in each email sent, which refers to a potential or perceived transaction. A type is a disclaimer placed at the top of each e-mail, such as: In the commercial field, it is important to know the basics of national and federal law on electronic contracts and signatures, so that a company is not inadvertently forced to enter into a contract. The California version of UETA (including Section 1633.7 of the Civil Code) provides that if the Contract Training Act requires a signature for a contract to be effective, an electronic signature is in accordance with the law.
In other words, a contract cannot be denied the legal effect of the mere fact that an electronic signature was used when it was created.