Use disclaimers if you want to prevent your e-mail communications from turning into a legally binding contract.

Internet has already changed our lives and how we do business.  A definition of a deal is also evolving!  For better or worse, Massachusetts E-Sign law is changing the way we do transactions today.  A Massachusetts case Feldberg v. Coxall (May 22, 2012) says that an email with an unsigned offer may create a binding agreement.  In its decision, the court relied on the Uniform Electronic Transactions Act, Massachusetts General Laws, chapter 110G. The main factors are the context and the surrounding circumstances of between the parties’ communication.

The case involved a real estate transaction consisting of an undeveloped property located in Sudbury, Massachusetts.  Parties negotiated and the prospective buyer e-mailed an offer to the seller with definitive price tag in the amount of $475,000.00.  Later, the prospective seller refused to sell the property.  The issue was whether the emails reflected an offer and acceptance sufficient to show a present intent to be bound to the purchase and sale.  The buyer sued.  The buyer claimed that emails reflected the binding contractual agreement because it satisfied the Statute of Fraud requirements.  See Feldberg v. Coxall.  Under the Statute of Fraud, agreements involving land transaction must be signed.  See for more information.

Essentially, the best way to prevent an unwanted contract from forming is to include a disclaimer in your e-mail correspondence stating that the e-mail exchange will not constitute a binding agreement unless signed in writing or stated otherwise.

Written by Margarita Smirnova, Esq.

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