Legal Question in Business Law in New Jersey
Under what conditions are email propoed agreements legally binding?
In the course of negotiations we had numerous emails exchanged in which we discussed several problem areas in a contract that we had already signed previously. While trying to find the basis for possible amendments, I volunteered that certain things could be done with the understanding that these were only proposed changes subject to our reaching an overall agreement on all points. I was under the impression that an amendment to the contract would require a formal paper agreement signed by both parties. Now the other party maintains that I have now agreed to do these things because they have been detailed in an email and that I am legally bound to fulfill this new contract, even though we could not reach any mutual understanding about all the other points which are still unresolved. Is it possible that a $100,000 amendment proposed on an email can become a legally binding document without any one of the parties having ever signed such a document? Is there any case law on this subject? It is my understanding that email transmissions can be intercepted, modified, or even forged completely while appearing to be totally legitimate.
1 Answer from Attorneys
EMAIL modifications to a contract, Binding??
Contract law has evolved as State law, so the specifics must come from a New Jersey attorney, but here are some factors to consider.
While an EMAIL can be intercepted and modified, or forged, if this is not the case, then it will not help you much. Even signatures CAN be forged, and documents can be as well. At some point, the authenticity of all the "stuff" that is relevant will be figured out, if this goes to a trial, and then NJ law applied.
Read the contract carefully, to see what it says about further modifications. Read your EMAILs very carefully as well. If $100,000 is at stake, RUN, do not walk, to a New Jersey attorney who handles contract law. Take the contract, all correspondence, all EMAILs, all phone message slips, all your notes on what was going on, and anything else that relates to the situation which is in dispute.
One way to think about the situation is to consider what would be the result if you sent a telegram instead of an EMAIL?? The Courts are not consistent in how they treat EMAIL, but some are considering an EMAIL to be like a letter, some like a phone call, and some like a telegram. It could be that you lose, no matter how the court interprets an EMAIL, or it could be that you win. An attorney, in New Jersey, can learn the details that will determine the result, and give you sound legal advice.
This message is provided to assist you in structuring your thoughts when you speak with an attorney about your situation. I am not your attorney, and you are not my client, so this is not legal advice. Legal advice can only be given after a careful interview of the client by the attorney, and I have not had the opportunity to understand the significant issues that I must understand to render legal advice. You should contact an attorney in your state to discuss your situation. That attorney can give you the advice that your situation deserves, after carefully considering the issues that are legally significant in your situation.
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