Contract law and Texting

There is a new twist on Crosby, Still Nash and Young’s “Teach your children well” is now “Children teach your parents well!”
R U K? This type of expression has become very familiar to us. Welcome to the world of texting. Until recently, I understood it to be a great and quick way to stay in touch with family and friends. However, a recent Massachusetts Land Court Judge in ST. JOHN’S HOLDINGS, LLC v. TWO ELECTRONICS, LLC. has ruled that: “a text message…can constitute a writing sufficient…to create an enforceable contract for the sale of land.” In this case, the Buyer and Seller, over the course of several months, were in negotiations concerning the purchase and sale of a commercial building. During this time period, the parties used several methods of communications: meetings, telephone calls, emails and text messaging, including exchanging several emails containing various documents and, specifically, a “Binding Letter of Intent (“LOI”). Finally the prospective Buyer’s agent sent a text to the prospective Seller’s agent, in compliance with the Seller’s request, “…I have the LOI and check…where can I meet you?” The prospective Seller, during this final exchange, accepted another offer from a different buyer.

Thus, the ultimate questions for the Court to decide: “Is whether the parties merely engaged in negotiations or whether their dealings, carried out through electronic communications, gave rise to a binding and enforceable contract for the purchase and sale of the real estate? Was there an offer, acceptance of that offer, consideration, and agreement on sufficient terms laying out the rights and obligations of the parties?

Contracts for the sale of land, whether by oral promise or written agreement, are enforceable only if they are supported by a writing that includes the agreement’s essential terms and is signed by the party against whom enforcement is sought. Writings of relative informality and brevity can satisfy this requirement. The communications between the parties before the text message evidenced a meticulous attention to provisions that would govern their agreement.

Multiple writings relating to the subject matter of an agreement may be read together as long as the writings, when considered as a single instrument, contain all the material terms of a contract and are authenticated by the signature of the party to be charged. The Court concluded that the “typed name at the end of an email is indicative of a party’s intent to authenticate because the sender of an email types and sends the message on his own accord and types his own name as he so chooses.” The sender of an email by his deliberate choice to type his name at the conclusion of his text message intended for it to be authenticated.

The use of electronic communications, particularly in the legal field, has advanced immensely and become commonplace. Thus, the lesson is very clear; these informal text messages when used in the context of other forms of communications can be construed as a binding agreement.

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