You’re Bound By that Email! A Massachusetts Superior Court has found that a party’s acceptance by email of another party’s offer resulted in a binding contract. The decision was in the context of enforcement of a mechanic’s lien. The Massachusetts statutory procedure for enforcement of a mechanic’s lien requires a “written contract.”
The Court ruled, [t]he parties entered into a ‘written contract’ within the meaning of the mechanic’s lien statute when [plaintiff] Clean Properties sent [defendant Carol] Riselli a proposed contract to undertake environmental cleanup work on an emergency basis, and Riselli responded by email indicating that she agreed with and accepted the proposed contract terms. Nothing in the mechanic’s lien statute requires a physical signature by Riselli on a piece of paper rather than an acceptance of written contract terms by an electronic signature that is conveyed by email.” The plaintiff specifically asked for a return email accepting the terms of the proposed contract, and the defendant indeed did that, including an email signature block.
The Court cited to Massachusetts statute, the Uniform Electronic Transactions Act, under which it is clear that a contract is formed when someone accepts a written offer by email. See G.L.c. 110G, §7(b) (“A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.”). The Court reasoned that the parties’ course of dealing demonstrated that they fully accepted dealing by electronic means and that defendant intended that her email acceptance have the effect of signing the written contract.
The case is Clean Properties, Inc. v. Riselli (Massachusetts Lawyers Weekly No. 12-075-14) (Salinger, J.) (Middlesex Superior Court) (Docket No. MICV2014-04742) (June 18, 2014)