As technology develops, casual conversations are taking place more frequently than ever through text messages, and other direct or instant messaging platforms (“text messages”). While this is a welcome convenience for most, business owners should be wary of possible legal pitfalls that accompany relying on text messages to communicate with partners, customers, and clients.

Regardless of its casual nature, it is possible that an exchange of emails or text messages can create a sticky situation. Among the states that have already addressed this matter are Ohio, New Jersey, New York, Pennsylvania, and Vermont, suggesting that an enforceable contract exists so long as specific elements are present in the exchange which include:
• A valid offer.
• Acceptance of that offer.
• A “meeting-of-the-minds” (i.e., mutual understanding and agreement to essential terms).
• Adequate Consideration (ex. an exchange of payment for a product or services).

Also, with exceptions, modern technology has eliminated the need for a “wet” signature as evidence of agreement. Under the Electronic Signatures in Global and National Commerce Act, or (E-Sign Act”), depending on the context, text message can constitute a contract as long as it is clear that the parties have agreed to be bound by the terms, such as replying “yes,” or “I agree,” or even possibly with a “thumbs-up” emoji. As a result, it is extremely careful to be mindful of what you are writing. And, when in doubt, be sure to clarify your intent that the arrangement is subject to the negotiation of a written contract.

(This blog, prepared by Campanella Law Office, is for general informational purposes only and is not intended to convey specific legal advice, nor is it intended to create or constitute an attorney-client relationship.)