Do Text Agreements Hold Up In Court

Since texts and contracts remain a developing subject in the legal and commercial world, it is worth a look back at a fairly current case, which was decided by our own Massachusetts Appeals court. In the event that a text has brought legal action, in St John`s Holdings v. Two electronic, involves negotiations for the purchase of a commercial building. The buyer`s broker had sent the seller`s broker an unsigned letter of intent as an e-mail installation. The Memorandum of Understanding that the parties wished to enter had to be signed by both parties. The seller`s broker followed by texting the buyer`s broker to demand that the Memorandum of Understanding be signed and that a deposit was made. The text read: „Steve (seller) wants (the buyer) to sign first, with a cheque, and then he will sign. Normally, the seller signs the last or second. Don`t try to be stupid or opposed, but that`s how it normally works. I can sign today and I get them today.

Tim.┬áThe buyer then signed the Memorandum of Understanding and made a cheque available to the seller. However, the seller, believing that he had not established a binding contractual relationship with the buyer, accepted a third party`s offer for the property and refused to countersign the buyer`s Memorandum of Understanding. The buyer believed that he had entered into a binding contract with the seller and attempted to assert his legal interests in Massachusetts State Court. Can text messages replace both bilateral and unilateral agreements negotiated between one or more parties? On appeal, the Massachusetts Appeals Court focused on whether the memorandum of understanding sent by e-mail was sufficient, along with the SMS, to comply with the fraud law, which requires that all contracts for the sale of land, such as the building, in this case be submitted in writing to be enforceable. In its decision, the Court found that an enforceable contract had been concluded on the basis of the detailed description of the Mouse and the signing of the text message by the seller`s broker. Keep in mind that a binding basic contract must consist of four elements: there must be an offer, acceptance of an offer, consideration and the intention of the parties to create a binding relationship. In John`s Holdings, the court found that the fundamental elements of contract formation were met. The first case that appears to have sparked a discussion about text messages within the legal community is St. John`s Holdings, LLC v. Two Electronics, LLC. [4] In this case, the seller provided the buyer with an SMS confirming that a Memorandum of Understanding was acceptable and requested the buyer`s signature, but as soon as the buyer signed, the seller refused to execute the latest declaration of intent. [5] The Massachusetts Court held that „text messages and emails may comply with the Fraud Act, provided that, like other writings, they contain the essential terms of the transaction and are signed by the parties or their authorized agents.“ [6] The St.

John`s Holdings Court found that these conditions were met. The text message implicitly contained the Memorandum of Understanding and took into account all the essential terms of the contract. The court then compared the text messages to the e-mail communication and found that the broker`s simple act, which inserted their first name at the end of the text message, was sufficient to qualify as a mandatory signature in these negotiations. [7] If a company is concerned that its state will follow in the footsteps of Massachusetts, it would be wise to understand its state`s handling of e-mail correspondence in the case law, as well as terms such as the essential terms of an agreement and the Parol rule of evidence.