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Could an Email Be a Binding Contract?


When most people think of a contract, they are picturing something that requires hours or days of very careful negotiation, with people working hard to come up with precise language and terms. Yet, forming a contract is actually far easier than most people realize.

In fact, you might even have formed a legally binding contract by exchanging a few emails with another party. Here, our experienced West Palm Beach contract law attorneys explain what you should know about emails as binding contracts.

Florida Contract Law: Electronic Exchanges

Florida is one of the 47 U.S. states that have adopted the Uniform Electronic Transaction Act (UETA). This law states that electronic communications are sufficient to satisfy any statute that requires that contracts be in writing. In other words, technically speaking, email exchanges are legally sufficient to form any type of contract in the state of Florida. As such, it is imperative that business owners and business operators who have contracting authority are very careful when negotiating terms of a deal over emails.

What if Nothing Was Actually Signed?

Under the law, it does not necessarily matter whether or not anything was signed. A binding contract can be formed in Florida without a handwritten or formal electronic signature. Putting your name on the document might be enough. If relevant contract language was used, it is possible that a legally enforceable agreement may have been formed over the course of multiple email exchanges. To be clear, this standard is not confined solely to emails; contracts can also be formed through other electronic messaging mediums.

The Intention of the Parties Matters 

When it comes to informal contracting, the intention of the parties involved matters more than anything else. Florida courts are strongly in favor of upholding the bargained-for terms that the parties have voluntarily agreed upon.  This means that courts are often willing to overlook general informality and sloppiness and will favor contract formation when it is clear that the parties intended to form a contract.

Here is How You Can Protect Yourself 

South Florida companies should avoid forming unclear, semi-casual contracts. If you are negotiating contract terms through email, always make it clear in your writing that no deal has been finalized. For example, you may want to include language in your email that says “subject to contract” or something else that clearly specifies that no contract has yet been formed.

When it does come time to make an important deal, you should consult with an experienced Miami contract formation lawyer, who can help ensure that your agreement is properly drafted and that it fully protects your company’s legal rights and business interests.

Contact Our Florida Business Law Attorneys Today 

At Pike & Lustig, LLP, our commercial law attorneys have extensive experience handling all aspects of contract law and contract disputes. We can draft, review or litigate a contract on your behalf. To request your free case evaluation, please call us today at 561-291-8298 (our West Palm Beach office) or at 305-985-5281 (our Miami office).



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