It is indeed a legally binding contract because it contains all the above elements. No signature is required, as the terms of the agreement are clearly accepted — «Yes, of course». As mentioned above, the law does not specify what form of communication a contract must take. So, as long as all of the above are present in your text message or message chain, it is likely that they are legally enforceable as a contract. In a recent decision of the Ontario Superior Court of Justice, 1475182 Ontario Inc. o/a Edges Contracting v. Ghotbi, 2021 ONSC 3477, the Court ruled that a text message can constitute a digital signature, so a text message can constitute a binding agreement. While this case was decided under Massachusetts law and includes the requirements for signing and drafting real estate contracts under the Fraud Statute, there are important lessons and warnings to be learned from this court`s decision. This decision reflects the fact that courts are generally beginning to evolve and adapt the law to current technologies and methods of communication used by individuals and businesses. It is important to assume that the courts will conclude that the evidence of a legally enforceable contract may be based on a series of short and informal electronic communications between the parties` representatives in construction contracts, which are subject to the principles of customary contract law and not to the increased standards imposed by the Fraud Act.
Similarly, a Massachusetts court dismissed a defendant`s request to dismiss, upholding the validity of a land sale contract based on text messages exchanged between the parties` brokers, noting that the news flow between the two implied an intention to be legally bound. St. John`s Holdings LLC v. Two Elecs., LLC (Mass. Land Ct. 2016). The court noted that this was a new issue in the state and ruled that as long as the text messages contained all the essential terms, «writings of relative informality and brevity» can constitute a valid and enforceable agreement. As more and more transactions are made via SMS, new questions continue to arise about the legal implications of such an exchange. Although the law has been evolving with respect to email communications for some time, the courts are just beginning to resolve some of the disputes and issues surrounding drafting. With the proliferation of this form of communication to facilitate day-to-day operations, businesses need to understand the implications and potential legal considerations that come into play with this form of quick and often occasional communication.
As more and more transactions are made by text, new legal issues will follow. Explore these statistics for a moment: in 2017, 8 trillion SMS messages were sent every day around the world. By the end of 2013, six billion text messages had been sent daily in the United States alone. Between 2011 and 2014, global text usage increased by 140% in two and a half years. Many now refer to SMS as the new email because of its speed. In fact, faster means everything in today`s business world and this is where SMS has a distinct advantage over email. In the business world, the advantage of SMS is obvious: faster reading, faster range, no subject line required, more personal and eye-catching. In the United States, a text message can be a legal document under the Electronic Signatures in Global and National Commerce Act, or E-Sign Act for short. While the wording of these statutes may suggest that the term «signed writing» refers only to a piece of parchment signed with quills, courts in the electronic age have adopted a more flexible definition of «signature.» In general, courts will consider whether a party has demonstrated an «intention to authenticate the message,» usually by affixing a typed signature. CUnet, LLC v Quad Partners, LLC (S.D.N.Y.
2017). And although some states have legally excluded text messages and instant messages from the definition of «signed fonts,» such as Cal. Civ. Code. Article 1624 (d) The courts of other States have applied these agreements in their entirety. In the UK, to be a contract, a text message must contain the following: The Massachusetts Land Court ruled that the text message and letter of intent were sufficient to meet the written requirement of the Fraud Act. Given that a real estate contract must be drafted under State contract law, the importance of this decision would determine that text messages are legally equivalent to bilateral contracts written in ink and paper. A subsequent decision concluded that the broker who had accepted the contract did not have the authority to do so and therefore reversed the original judgment. But the mutual exchange of details and the intention to act via SMS led the court to consider the February 3 exchange as a valid contract. «The letter does not need to be a formal contract, but the terms of the letter must be sufficiently complete and unambiguous, and the letter must reflect a current intention of the parties at the time of incorporation to be bound,» the court said.
The Respondent appealed the decision to the Divisional Court. The Divisional Court agreed with the Small Claims Court that the application was time-barred. The Divisional Court found that the text messages were in fact digitally signed because there is a unique mobile phone number that each person has and other unique identifiers associated with each person`s phone. Text messaging has changed the way people communicate over long and small distances. Because it is a digitized and traceable form of communication between two or more parties, text messages are often raised in legal disputes. But can text messaging replace unilateral and bilateral treaties negotiated between one or more parties? Is a text message a legal document? While the general trend towards enforcement does not yet appear to have been extended to deputy ministers through social media platforms, it seems likely that a court dealing with this issue would consider commitments made through these media to be equally enforceable if the basic elements of education are in place. Imagine a contract – a legally binding agreement between at least two parties. You`re probably imagining a paper document (or maybe a PDF) of several pages with many numbered clauses and sub-clauses, as well as signatures and data at the end. In today`s world of SMS and email, individuals regularly communicate via these written forms of communication with their mobile devices for professional and personal matters. In construction projects, it`s no secret that emails have largely replaced other forms of written correspondence, such as letters and faxes. Recently, text messaging (SMS) has become one of the most important means of communication on a construction site.
The decision also stresses that «writing» does not need to be singular – a series of text messages or emails can constitute an agreement in accordance with the Fraud Act, provided that all the essential conditions are included in the communications and that the signature requirement is met. Conversely, multiple communications that cannot be «reliably read to form an integrated agreement with certain conditions» are not enforced by a court, regardless of the number of texts or emails that have been signed. Truman vs. Brown, (S.D.N.Y. 2020). Contracts come in all shapes and sizes, so a text message can be a legally binding contract if it meets the specific requirements of a contract. In addition to examining existing jurisprudence, this article highlights some of the most important considerations that the courts are likely to consider in this decision, such as the applicability of the Fraud Act and how standard contract formation requirements can be met if an agreement is entered into using these non-traditional methods.