Frequently Asked Questions About Intellectual Property and Corporate Law

Question: I sent an e-mail offering to buy an acquaintance's car for a particular price. I added my name at the end of the e-mail. The person I made the offer to sent an e-mail back to me accepting the offer. She included her name at the end of the e-mail. I have now decided I would rather buy a different car. Am I required to buy hers?

Answer: If you think that sending e-mails without thinking things through is not likely to result in a problem, think again. In 2001, a Superior Court in Massachusetts held that a set of e-mails relating to the sale of land with a purchase price of $1.8 million were sufficient to constitute a written and signed agreement.

With respect to the offer to purchase the car, you should have made the sale contingent on an inspection. However, the e-mails as written appear to be sufficient to constitute a valid contract, so if you don't go through with the purchase, the seller may be able to convince a court to require you to buy the car or at least pay the difference in price between the market value of the car and what you offered.

For a contract to be enforceable, the parties must agree to all essential terms, and each has to manifest that party's intention to enter into an agreement with the other. Additionally, certain types of contracts, including those for the sale of goods for a sum equal to or in excess of $500, are required to be in writing and signed by the parties.

The e-mails as described indicate an intent to buy and sell the vehicle, and sufficient terms are included to complete the transaction. An exchange of e-mails with the parties typing in their names can satisfy the requirement of a signed writing.

In 2000, President Clinton signed the Electronic Signatures and Global and National Commerce Act, sometimes referred to as the "E-Sign Act."

The law states that:

1. A signature, contract, or other record relating to a transaction, may not be denied legal effect, validity or enforceability solely because it is in electronic form; and
2. A contract relating to such transaction may not be denied legal effect, validity or enforceability solely because an electronic signature or electronic record was used in its formation.

However, there are exceptions to the statute. For example, the law does not apply to wills, adoptions, divorces or documents to be executed in accordance with court proceedings. However it does apply to many other situations in which a signed writing is required, including employment agreements that cannot be completed in a year, sales of livestock for more than $5,000, sales of real estate and, as is the case here, the sale of goods for $500 or more.

Any person asserting that a contract has been entered into via e-mail must still prove that the other party actually sent and received the e-mails in question. Contrary to what you might think, sufficient proof will usually not be that difficult to provide. So the next time you're considering sending an e-mail to seal a deal, be sure about what you are sending - as it just might be enough to form a contract.

Rob Hassett is an attorney in technology, entertainment and corporate law with the Atlanta law firm of Casey Gilson P.C. If you have a question about intellectual property or corporate law, contact him at rob@internetlegal.com. This column is provided for general information only, and does not constitute legal advice.