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Avoid Unecessary Business Commercial Litigation – Inadvertant Contracts Over Email

On Behalf of | Feb 1, 2012 | Business & Commercial Litigation |

As the nuances of day-to-day business operation become more complex, Chenoweth Law Group is here to help you avoid unnecessary business & commercial litigation.  Everyday, business professionals send and receive dozens, if not hundreds, of emails.  In 2009, approximately 247 billion email messages were sent every day (ABC News).  For many professionals, the volume of work emails sent and received can be overwhelming.  As professionals attempt to wade through the daily email morrass as quickly as possible, they should be aware that even quick, seemingly innocuous emails can lead to the unintentional formation of a binding contract.  Especially as state and federal laws became more e-commerce friendly, it is important to undertand what types of communication can potentially bind parties.

In 2000, Congress enacted the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq. (2006).  The purpose of the E-SIGN Act is to facilitate the use of electronic records and signatures in e-commerce, and to recognize the validity and binding effect of e-contracts.  The Act emphasizes that a contract cannot be denied legal effect simply because e-records were relied upon in the formation of the contract.  The Act also preempts all conflicting state laws, while at the same time exempting from wills, trusts, and family law matters from coverage.  In 2001, Oregon also adopted the Uniform Electronic Transactions Act (UETA) – a model state law meant to further facilitate electronic transactions within the state. ORS ch. 84.

In Oregon, a contract is formed when the parties have a “meeting of the minds” regarding the essential terms of the exchange, and objectively manifest their intent to the enter into a contract.  See, e.g., Rick Franklin Corp. v. State ex rel. Dept. of Transp., 207 Or. App. 183, 190, 140 P.3d 1136 (2006), rev. den., 342 Or. 116, 149 P.3d 138 (2006).  After the E-SIGN Act and UETA, even simple, everyday email exchanges might ultimately manifest a “meeting of the minds,” even if that is not what was intended.  For example, ambiguous communication with customers or B2B partners that might seem like a simple exchange of information can be the basis for a contract if employees are not careful.

The attorneys at Chenoweth Law Group are experienced with the nuances of e-contracting.  Our attorneys can help your business draft policies, disclaimers, and practices likely to avoid unintended contracting, and the expense related to any business & commercial litigation arising from email exchanges.  Our attorneys can also arm you with the knowledge to train your employees for how to avoid unintentional e-contracts.  If you would like to learn more, please call Chenoweth Law Group at 253-200-5991 to schedule a consultation.

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