Why Email Isn’t Enough: Email Agreements vs. Contracts

In my years as an Austin business attorney, I’ve talked to a number of business owners who thought they were “covered” on a particular point simply because that point had been discussed, and agreed upon, via email. On the surface, it’s not hard to understand this assumption. After all, if the relevant parties all came to terms in writing, and those emails can be verified as legitimate, then that exchange constitutes a binding agreement, right? Well, yes and no – or not necessarily in the manner you’d prefer.

Whether you’re establishing the parameters of a project or laying the foundation for a business partnership, if relying on any document not prepared by a legal professional, you’re asking for trouble. For one thing, the descriptions of various parties’ roles and responsibilities may have all the solidity of Swiss cheese. That’s why people hire business attorneys. An experienced legal expert knows how to write formal contracts that make all the necessary points, include all the desirable exceptions and exclusions, and generally provide you with an ironclad description of the agreement that no one can pick holes in.  Also, contracts governing significant business arrangements are almost always at least a few pages long (or hundreds of pages if the transaction is more complicated).  There's a reason for that: legal contracts are suppose to be detailed, thorough, and clear.  Emails are great for quick and informal communication, but are rarely detailed, thorough, and clear.  

Can you enter email exchanges as legal evidence in court? Quite possibly. But such exchanges may be vague and even silent as to material terms, and ambiguous as to whether there was even offer and acceptance. Such holes can conceal a fundamental misunderstanding by the parties of a material term or, worse, can be exploited in the event of a dispute.

The equally ugly flip side is that thoughtless email exchanges can actually bind you to conditions you weren’t even aware of. In addition to being careful how you express yourself at the keyboard, you might want to have a business lawyer prepare a disclaimer that you can append to all your communications. Email is a great convenience – but having your legal bases covered is an even greater one!

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