E-MAILS CAN BE AN ENFORCEABLE CONTRACT IN NEW JERSEY

By Fredrick P. Niemann, Esq. a New Jersey Contract attorney

Can an e-mail (s) become a contract?  Good question.  Many business men and women think e-mails cannot bind them to a “deal”, thinking that only a written or verbal agreement can form a contract.  New Jersey’s law review begs to differ.  Today a company cannot claim a contract has been formed by the mere exchange of an e-mail(s).   In some cases, they may be correct.

In real estate contracts and leasing deals, when broker’s exchange e-mails often they assume that a formal contract or lease will be prepared and additional negotiations will take place specifying all of the important terms.  But in New Jersey, the law treats an e-mail and their exchange just as it would any other offer and acceptance.  The courts look to the content of the e-mail.  If you have an offer and acceptance, and all of the material terms of a deal are contained in the e-mail, you may have a valid enforceable contract even if you intend to “formalize” the agreement in a paper lease.  E-mail exchanges can sometimes (but not always) create a binding contract even if the parties intend to memorialize their agreement in a subsequent writing.

To help minimize the likelihood of being dragged into a contract lawsuit because of an exchange of e-mail(s), or to help you prevail if you are called into court by a dissatisfied customer who wants to claim a deal, there are several practical steps you can take.  First, you should make it clear, in your e-mail exchange, that there is no agreement, whatsoever, until a formal written document is prepared and duly signed by both parties.  Second, consider adding to your e-mail signature a statement such as this; “To the extent this e-mail discusses the terms of a proposed contract, the e-mail is not intended to bind the party sending the e-mail or its principal to a contract, which contract is expressly understood to be formed only upon the subsequent negotiation of a formal written document, duly agreed-to and signed (via handwriting) by both respective parties”.

New Jersey contract law is just beginning to address the use of e-mail(s) as part of contracts.  The law is generally many years (if not a decade) behind technological advancements.  It is anticipated that as society continues to develop new technologies, like text messaging, the law will slowly evolve as well.

Contact me personally today to discuss your contract matter.  I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns.  You can reach me toll free at (855) 376-5291 or e-mail me at fniemann@hnlawfirm.com/.

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