Does an email agreement hold up as a contract?
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Does an email agreement hold up as a contract?
I am doing a concert at a venue and I wrote up a contract and sent it to a representative of the company. The owner was on vacation so the representative said the contract will be signed as soon as the owner comes back and indicated me to move on with the concert as planned by sending an email saying “let’s do it”. The venue even printed the tickets for the show. Now they want to change details of the contract once I started advertising and with my entertainment name on the line. Can they do this? and if they do and I don’t agree to the changes, do I have a case?
Asked on August 4, 2011 Colorado
Answers:
SJZ, Member, New York Bar / FreeAdvice Contributing Attorney
Answered 13 years ago | Contributor
There is no simple answer, since it depends on the specific facts; you need to retain an attorney to evaluate your rights and, as necessary, represent you.
That said, some general principals: it is possible for a contract to be formed by emails or other correspondence that is less "formal" than a typical contract. All that is necessary for a contract or agreement to be formed is for their to be a clear offer, clear acceptance (thus, a meeting of the minds between the parties) and consideration (so some payment or obligation or service, etc., offered up by each party). If the terms of the agreement were well-settled at the time when the representative emailed you to go ahead per those terms, that may be enough to form a contract.
In addition, even if a contract per se was not formed, if you, in reasonable and predictable reliance upon the representatives representations, took actions, incurred costs, or otherwise changed your position to your potential detriment, then that reasonable reliance could be held to prevent the company from disclaiming its promise; it can't make you do things based on what it said, then walk away from its promise. This is called "promissory estoppel," and may provide another ground for relief.
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