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Nowadays, many business transactions are done over the internet. If you are negotiating a commercial transaction, you will likely be corresponding with your commercial parties via email or other electronic communications. A commercial transaction will usually be underpinned by a legally enforceable contract. This means that both parties are required to uphold their obligations under contract law. However, you may be wondering if an email itself can be considered a legal document. This article will explain in what situations an email can be considered a legal document.

When Can an Email Be a Legal Document?

For an email to be a legally binding contract, it must contain all the elements of an enforceable contract. These are:

ElementDefinition
OfferAn offer is when one party attempts to contract on certain terms with another party. This may be in the form of a written letter or verbally. In addition, an offer must also be suitably clear. 
Acceptance

For a document to be legally binding, the party who receives the offer must show clear acceptance in the way that has been outlined. If the party accepts the offer differently, then the contract may not be enforceable. 

ConsiderationConsideration is a legal benefit or detriment that each party receives because of the contract. A contract must contain consideration for it to be legally binding. If a contract does not contain consideration, then this is known as a gratuitous promise and is not legally binding.
Intention

Both parties must have the intention for the contract to be binding. Otherwise, it will be unenforceable. 

Certainty

There must be certainty in the contract terms, meaning that they cannot be ambiguous. Otherwise, a court may rule that the term is unenforceable. 

Contentious Element: Intention

When trying to determine if an email is legally binding, the most contentious element will be whether there is the intention from both parties for the contract to be legally enforceable. Most people will not think that an email is legally enforceable, so a court will not find this to be binding. However, if it is clear from the email’s context and wording that it intends to be binding, then a court might rule this way.

The court will also look to whether the email contains all the key terms for contract performance to be binding. If the email does not contain fundamental terms, the courts are unlikely to rule that this is enforceable.

Disclaimers

Many businesses will include disclaimers at the bottom of their emails. This is to exempt them from liability in certain circumstances. These disclaimers only work if you express them in a way that a reasonable person would read and take note of it.

For instance, if the disclaimer is in text so small it is almost illegible, the courts will rule that it is not enforceable. 

Key Takeaways

Legally enforceable documents require both parties to follow all the terms that the document contains. Therefore, if either party does not uphold their obligations under the agreement, then they could be breaching a legally binding contract. Many people may believe that an email is not legally binding. However, an email can be binding as long as it meets all the elements of a formal contract, including whether both parties intended it to be binding. In addition, if you are using disclaimers in your emails, you should ensure that the text is sufficiently noticeable. 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

Is an email an enforceable legal document if I did not intend it to be binding?

No, both parties must believe that the contract is legally binding to be enforceable in law.

Are email disclaimers legally enforceable?

They are only legally enforceable if they are prominent enough to be legible in an email. 

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