Some oral contracts are also enforceable. However, developing technology adds to the confusion about valid contracts. Many question whether e-mail or SMS agreements are legally binding. Advice with an experienced business lawyer helps answer complex questions about contracts and the validity of contracts. St. John`s Holdings was in the process of purchasing a property of two electronics in Danvers, MA, and received a text message from Two Electronics containing a letter of intent (LOI). The SMS contained the terms of the contract and included the names of the brokers who made the transaction. According to the SMS instructions, St. John`s Holdings signed the LOI and cut the purchase cheque for the property. However, Deux Electronics then sold the property to a third party and refused to comply with the MOU. Since a real estate contract must be written under the law of state contracts, the importance of this decision would determine that the text messages are legally equivalent to bilateral treaties written on ink and paper. Since texts and contracts remain a developing subject in the legal and commercial world, it is worth a look back at a fairly current case, which was decided by our own Massachusetts Appeals court.
In the event that a text has brought legal action, in St John`s Holdings v. Two electronic, involves negotiations for the purchase of a commercial building. The buyer`s broker had sent the seller`s broker an unsigned letter of intent as an e-mail installation. The Memorandum of Understanding that the parties wished to enter had to be signed by both parties. The seller`s broker followed by texting the buyer`s broker to demand that the Memorandum of Understanding be signed and that a deposit was made. The text read: «Steve (seller) wants (the buyer) to sign first, with a cheque, and then he will sign. Normally, the seller signs the last or second. Don`t try to be stupid or opposed, but that`s how it normally works. I can sign today and I get them today. Tim. The buyer then signed the Memorandum of Understanding and made a cheque available to the seller.
However, the seller, believing that he had not established a binding contractual relationship with the buyer, accepted a third party`s offer for the property and refused to countersign the buyer`s Memorandum of Understanding. The buyer believed that he had entered into a binding contract with the seller and attempted to assert his legal interests in Massachusetts State Court. One of the reasons for this clarification is that the vast majority of states (including California) have adopted the Uniform Electronic Transaction Act, which provides that the e-mail and signatures are legally equivalent to physical writing.  In most jurisdictions, therefore, the question remains whether an SMS should have the legal authority of an e-mail, oral communication or somewhere in between. California chose to take text messages closer to oral statements by adopting The Bill 2136 Assembly, while Massachusetts opened the door to exploring a contractual landscape where text messages have a much greater legal reach. If a company is concerned that its state will follow in the footsteps of Massachusetts, it would be wise to understand its state`s handling of e-mail correspondence in the case law, as well as terms such as the essential terms of an agreement and the Parol rule of evidence. It may even be possible to predict the most likely interpretation of text messages from state to state based on these predictive markers and the analogy with email communication. In one way or another, lawyers and companies are best placed to prepare for the legal importance of text messages in negotiations and the formulation of binding contracts. Can text messages replace both bilateral and unilateral agreements negotiated between one or more parties? Both the E-Sign Act and St.`s judicial analysis.