02 Jul Can an email be a binding contract?
QUESTION: To what extent does an email or online message count as a binding contract? For the sake of example, let’s take a simple negotiation. If a fee is agreed upon for a particular range of services in an email conversation, can said email be printed out and used as evidence in case of a dispute?
For a contract to be binding there needs to be the following elements present (generally):
- An offer
- An acceptance
- An intention of both parties to create legal relations i.e. both parties knew they were creating an agreement
- Consideration – this could be monetary, or the exchange of promises e.g. A agrees to sell his car to B, and B agrees to pay N10. The consideration from A is the promise to sell, and the consideration from B is the promise to pay N10.
- Both parties must have capacity to create a contract i.e. neither should be under 18 years of age, or in the case of a company, the officer of the company purporting to bind the company must have obtained prior approval to enter such contract.
Not all contracts have to be in writing or on a signed piece of paper. Verbal contracts are also valid. All that is required is the above elements to be present. So, to answer your question, a contract entered into via email which has all the terms stated and all the above elements present will be binding.
The value of the terms being agreed via email comes in later, if there is a dispute as to its existence or the terms therein. Under Nigerian law (Evidence Act 2011), documentary evidence obtained via computer systems are admissible, and so the email print outs can be used to clarify the terms of the agreement if there is indeed a dispute.
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