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Contracts are legally binding instruments that enforce promises and commercial dealings. A court can enforce a contract if one party to the contract does not uphold their obligations. Sometimes, a court will order damages for any loss incurred. A contract can be any sort of document as long as it meets all the elements of a legally binding contract. Therefore, emails can sometimes be legally enforceable contracts. Indeed, they can sometimes override a ‘traditional’ contract. To provide some guidance, this article will discuss when an email can override a contract to become contractually binding.

What are the Elements of a Legally Enforceable Contract?

Clear Offer

For a contract to be legally binding, it must have a clear offer. For there to be a clear offer, one party must have communicated to the other party that they wish to contract on certain terms. 


A party that receives a contractual offer must accept it for there to be a binding contract. Additionally, their acceptance must be according to the method specified in the offer. For example, if the contract states that you must accept it by a certain date, any acceptance after that date will not be not legally binding. 

Sufficient Consideration

Consideration is a legal benefit or detriment that both parties receive from the contract. A contractual promise without any consideration is known as a ‘gratuitous promise’. As the name would suggest, gratuitous promises are not legally binding. Furthermore, your contract’s consideration needs to be sufficient in accordance with the promise that is being contracted on.

Intention to be Binding

The most contentious element for a binding contract to exist is that both parties have to intend for the contract to be binding. This intention must be present at the time that the contract was entered into. If either party believed at the time that the contract was not binding, it will not be enforceable

Certainty in Terms

Another key element of a legally binding contract is that it must have certain terms. If there is any ambiguity that could give rise to multiple interpretations, the courts may rule that the term is not enforceable if a dispute arises. If the interpretation of the contract as a whole is ambiguous, then the courts may rule that the contract itself is unenforceable. Therefore, it is essential that all the terms in your contract are drafted carefully to avoid ambiguity. 

Can Emails Be Binding?

Emails are usually used as informal methods of communication and negotiation between parties. However, emails, like any document, can be legally binding as long as they meet all the elements of a binding contract. However, it is unlikely a court will rule that an email is binding as most people will not intend for it to be binding. Nevertheless, if both parties did intend for the email to be binding, the contract will be enforceable.

When Can an Email Override a Contract?

An email can override a contract as long as both parties intend for it to override the earlier contract. This means that there must be a clear intention that the previous contract is to be overridden. In reality, an email is unlikely to override a legally binding contract and it is more likely that the parties will create a new contract. However, it is always best to clearly explain in the email what the intention is. 

For an email to override a contract it must also be a contract in itself. This means that there must be a clear offer from one party to the other. There must also be acceptance from that party. Additionally, there might need to be extra consideration that relates to the new contract. However, there may be situations where the previous consideration is sufficient for the modification. It is also vital that there is certainty in the terms of the email for the email to be binding.

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Key Takeaways

Contracts are crucial in commercial dealings as they create trust between parties. However, the power of a contract comes from its enforceability. If a contract does not meet all the elements then the contract is not enforceable. A contract can be overridden by an email if the intention of both parties is that the email is to override the contract. However, this is unlikely to be the case as most people will not intend for an email to be legally enforceable. For legal assistance with managing your contracts, contact LegalVision’s contract lawyers on 0800 005 570 or fill out the form on this page.

Frequently Asked Questions

Must both parties receive consideration for a contract to be binding?

Yes, otherwise the contract is considered gratuitous and is not legally binding.

Who determines if an email overrides a contract?

An email will only override a contract if both parties intend for it to do so. 

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