Can emails and text messages be a legally binding agreement? A binding basic contract must consist of four key elements: there must be an offer, the acceptance of that offer, the consideration and the intention of both parties to establish legal relations. As more and more transactions are made via SMS, new questions continue to arise about the legal implications of such an exchange. Although the law has been evolving with respect to email communications for some time, the courts are just beginning to resolve some of the disputes and issues surrounding drafting. With the proliferation of this form of communication to facilitate day-to-day operations, businesses need to understand the implications and potential legal considerations that come into play with this form of quick and often occasional communication. The short answer is, it depends. There are times when SMS can be legally binding and times when it is not. In 2016, St. John`s Holdings, LLC v. Two Electronics, LLC raised the question of whether or not a text message is a valid legal document. Imagine a contract – a legally binding agreement between at least two parties. You`re probably imagining a paper document (or maybe a PDF) of several pages with many numbered clauses and sub-clauses, as well as signatures and data at the end. It is indeed a legally binding contract because it contains all the above elements.
No signature is required, as the terms of the agreement are clearly accepted – “Yes, of course”. The court concluded that the text message from the seller`s agent asking the buyer to sign the letter of intent and make a deposit was a policy that, read in the context of other exchanges between the parties, contained sufficient conditions to create a binding and enforceable contract between the seller and the original buyer. In reaching this conclusion, the Court recognized that electronic writings of relative informality and brevity may meet written requirements, that the essential terms of a contract may be written on several policies that can be read together, and that signature requirements may be met without a formal signature. Learn how to use text messages as proof. In recent years, there have been other cases in various jurisdictions, including New York, Iowa, and Pennsylvania, reflecting this tendency to view text messages as evidence of the parties` agreements. With this in mind, companies need to be aware that despite obvious or perceived informality, text messaging can and will have legal implications. It is clear that a text message or a number of them can constitute a binding contract and can constitute a policy that could create certain rights or claims. On the one hand, text messages can help support or strengthen your position on a particular dispute or issue if there are no other simultaneous project files. On the other hand, text messages sent by you or your employees might come back to follow you and prove work permits or instructions.
For example, a criminal complaint was recently filed in a federal court in New Jersey against the owner of a construction company. The complaint alleged that during an OSHA affidavit as part of the investigation into two injuries at the site, the owner denied ordering the workers to perform repair work on a roof. However, OSHA later discovered that the text messages the owner had sent to workers on both occasions directed the execution of repairs on the roof. If the text is the beginning of the rental, that is, an offer with certain conditions and acceptance, can a written acceptance be legally binding on the owner? Well, it depends. Some leases may be oral, and the texts would probably be sufficient for oral communication. But there are legal requirements as to what must be written, as well as the form and delivery of the letter. To date, few jurisdictions consider SMS to be a legal written notice, and none consider it a legal document. That is, it can sometimes be legally binding when a text accepts a formal written document.
But the text itself cannot be the formal written document. In the United States, a text message can be a legal document under the Electronic Signatures in Global and National Commerce Act, or E-Sign Act for short. If possible, copies of text messages should include, “People say things in texts that they then regret,” says Larry Buckfire, president of Michigan law firm Buckfire Law. “It`s so easy to say things you shouldn`t say, or to say things impulsively that you can`t pick up once they`re documented.” As mentioned above, the law does not specify what form of communication a contract must take. So, as long as all of the above are present in your text message or message chain, it is likely that they are legally enforceable as a contract. However, if “the damage has been done” and you need to prove that a text exchange you have is a legally binding agreement, contact a local owner lawyer. These cases are very specific to the facts, and a lawyer can help you determine your best legal process. The bottom line is that companies and employees need to know and understand that text messages should not be sent carelessly, as they could be interpreted as binding on the company. Companies should be aware that team members discuss change orders, additional work, or potential claims via SMS, and whether team members report complaints, conditions, or other issues via SMS.
This information is crucial for the protection of the rights and liability of the company, as well as for the preservation of all relevant documents.