Email negotation, potientially legally binding?

[FreddieT]

Hi,

I just had a thought, about email negotation and the sale of a domain name. Consider this scenario:

Buyer1 emails you, offers you $500 for a domain, for example
You email him back, saying "I'll take $700"
Buyer1 then emails you back, saying "Deal"
But you also know someone else that was interested 3 months ago, when you had the domain at a higher price, Buyer2. So you email them, and tell them you're about to sell for $700, and do they want to make a higher offer.
Buyer2 emails you back, offering $800

Question is, could the fact that you offered $700 to Buyer1 via email, and he accepted be classed as a legally binding contract and could he/she sue you if you then sold to Buyer2 for the higher price? It's probably less concern with such relatively low figures, but what about when you start adding a 0 or two to the prices, and legal action might become more attractive?

And if so, would adding some sort of "disclaimer", e.g.:
"Disclamer, this offer is made as part of a negotation, and is not a legally binding contract between buyer and seller, at present, even if the offer is accepted by the buyer"
Protect me if such circumstance ever occured?

Thanks in advance

 

[gazzip]

I would'nt of thought this would be binding in any way but it would'nt hurt to have a written statement in the email as you suggested.

 

[barefoottech]

So after offering to sell for $700 to buyer 1
Why would anybody then email buyer 2
Not only is the first email a legal contract ,but sending the second email to buyer 2 is just not good business ethics.

If you want a bidding War ,do it before not after telling someone that you will sell it to them.

 

[gazzip]

Not only is the first email a legal contract
.

I totally agree on the moral issue but how can an email be a binding contract ??

 

[barefoottech]

It is a form of verbal Communication and as such is a legal contract.

 

[Dave_Z]

I totally agree on the moral issue but how can an email be a binding contract ??

If a country has a law saying so, then it says so. In the US, I don't know w/c
one references it.

 

[quality]

No way is it legally binding!!!!!!!!!!!!!!!!!!!!!!

Signatures and a professional contract are legally binding emails
are not..... potential for a typo for starters say you put $7000 instead
of $700 no way could they enforce it!!!!!!!!

 

[RJ]

No way is it legally binding!!!!!!!!!!!!!!!!!!!!!!

Signatures and a professional contract are legally binding emails
are not..... potential for a typo for starters say you put $7000 instead
of $700 no way could they enforce it!!!!!!!!

That's just ignorant. Verbal communications are indeed legally binding. You don't need signatures and professional contracts to hold someone to their word. Email qualifies as a valid form of communication. Why wouldn't it?

If taken to court are you going to lie and say that wasn't you that sent the email accepting the offer? Perjury.

 

[harkster]

So after offering to sell for $700 to buyer 1
Why would anybody then email buyer 2
Not only is the first email a legal contract ,but sending the second email to buyer 2 is just not good business ethics.

If you want a bidding War ,do it before not after telling someone that you will sell it to them.

If it isn't legally binding it should be.

Not only is contacting another potential buyer pure low life but should the other buyer contact you they should be informed that the domain has been sold.

I question the ethics of a person who would even think of this scenario.

What the hell ever happend to 'my word is my bond'?

 

[gazzip]

If it isn't legally binding it should be.

What the hell ever happend to 'my word is my bond'?

I also agree BUT the question is still - Is an email a binding contract ??

There must be a Yes or No answer to this one. Any Lawyers in tha house ?

 

[RJ]

When Shattuck tried to enforce the contract he thought he had, Klotzbach and his lawyers argued that the e-mails were not signed documents, and that there was no binding contract. They sought to have the suit dismissed.

But on Dec. 11, Judge Murphy decided the e-mails, taken together, constituted a legally binding purchase and sale agreement that outlined all the necessary terms of the contract.

http://www.boston.com/realestate/news/2002/03/can_email_seal_sales_deal.html

 

[faisj]

That's just ignorant. Verbal communications are indeed legally binding. You don't need signatures and professional contracts to hold someone to their word. Email qualifies as a valid form of communication. Why wouldn't it?

If taken to court are you going to lie and say that wasn't you that sent the email accepting the offer? Perjury.

I dont think this goes for Holland
( and i am sure there are many other places where this also not binding )

that provides the big internet aspect; the internet is global

 

[RJ]

Q: Can an email agreement be a binding contract?

If an email or chain of emails clearly states an offer for entering into a deal with all of the material terms, and the other side responds by email accepting the terms, then there's a good chance that a valid contract has been formed — even though no signatures have been exchanged.

http://www.allbusiness.com/articles/EBusiness/784-2804-2805.html

I dont think this goes for Holland
( and i am sure there are many other places where this also not binding )

that provides the big internet aspect; the internet is global

Good point.

 

[wasistdas]

Good sample -RJ-

 

[gazzip]

http://www.boston.com/realestate/news/2002/03/can_email_seal_sales_deal.html

Interesting read RJ but it still sounds like a very Grey Area.

This seems like great advice

So be careful in your email. If all that you intend by the email exchanges is to negotiate the issues leading to a formal, written and signed contract accepted by both parties, make sure you say that in your emails.

 

[Dave_Z]

I dont think this goes for Holland
( and i am sure there are many other places where this also not binding )

that provides the big internet aspect; the internet is global

You don't think, that's the problem. :hehe:

Indeed, how one country handles an issue isn't necessarily done the same in
another. So the US may treat this case as such, but not in Holland or some
other countries out there.

(Somehow I get the feeling someone's going to ask "Is agreeing via email a legally binding
contract if I'm in Timbuktu and the other person is in Bozania and the latter violates it?")

 

[nRnF]

In fact, they are binding contracts, but......
to fight this out the value should be a bit higher than 700

I had a similar case with a fun bidder
that won't do this again

Think about Sedo....
You enter in a binding contract just by a few mouse clicks.
Ohhh.... someone didn't read TOS ?

IMO problem is many ppl beside the ethics aren't realizing that eLaw is stronger than some years ago.

 

[faisj]

You don't think, that's the problem. :hehe:

Indeed, how one country handles an issue isn't necessarily done the same in
another. So the US may treat this case as such, but not in Holland or some
other countries out there.

(Somehow I get the feeling someone's going to ask "Is agreeing via email a legally binding
contract if I'm in Timbuktu and the other person is in Bozania and the latter violates it?")

You could then think about IP checks but what if the user works on a proxy
or a office network that goes through another country.

We have a backup DSL line from the UK for e.g.

So that wont work...

 

[IAmAllanShore]

Yikes! Contract Law!

1) Oral/Written/Email/Any other form of communication can be sufficient to create an agreement.
2) It does not HAVE to be sufficient (Statute of Frauds places limites on amount that can be under discussion, routine increases limits, etc.)
3) Contracts need the big 3: Offer, Acceptance, and Consideration. Offer seems obvious enough, but the difference between an "Offer" and an "Advertisement" can be razor thin, yet determine whether or not there exists an agreement. Acceptance is typically straightforward enough (Well, it's not, but we'll keep it top level for now), and consideration merely means that you are in fact negotiating for something (That the buyer wants what the seller is selling; aka: it's not a gift disguised as a contract to cause it to be enforceable).
4) The parol evidence rule would here seem to indicate that anything prior to the actual agreement can't come into play (Although I don't understand the nuts in bolts in the hypothetical with all the different pronouns floating around) in the interp of whether or not you did reach an agreement and what the terms of that agreement may have been.


The bottom line: Words/emails/signals/symbols can be an agreement, but the existance of some communication saying "I will do ___________" does not, in and of itself, create a "contract".

That will be (1/6) * (450) = $75.

Just kidding. Nothing in the above is legal advice, folks.

-Allan :gl:

 

[faisj]

Yikes! Contract Law!

1) Oral/Written/Email/Any other form of communication can be sufficient to create an agreement.
2) It does not HAVE to be sufficient (Statute of Frauds places limites on amount that can be under discussion, routine increases limits, etc.)
3) Contracts need the big 3: Offer, Acceptance, and Consideration. Offer seems obvious enough, but the difference between an "Offer" and an "Advertisement" can be razor thin, yet determine whether or not there exists an agreement. Acceptance is typically straightforward enough (Well, it's not, but we'll keep it top level for now), and consideration merely means that you are in fact negotiating for something (That the buyer wants what the seller is selling; aka: it's not a gift disguised as a contract to cause it to be enforceable).
4) The parol evidence rule would here seem to indicate that anything prior to the actual agreement can't come into play (Although I don't understand the nuts in bolts in the hypothetical with all the different pronouns floating around) in the interp of whether or not you did reach an agreement and what the terms of that agreement may have been.


The bottom line: Words/emails/signals/symbols can be an agreement, but the existance of some communication saying "I will do ___________" does not, in and of itself, create a "contract".

That will be (1/6) * (450) = $75.

Just kidding. Nothing in the above is legal advice, folks.

-Allan :gl:

Allan, every country in the world has his own views/law on what a agreement is.

PS. just $75,- ?!? LOL