Advice for Making Legal Agreements via Electronic Communication
How Should I Make Legal Agreements via Electronic Communication?
Electronic communications have become an integral component of conducting business in today’s society. Agreements and contracts are formed over email, text messages, and other various collaborative platforms such as Office 365 or Google Drive. Though hard copy paper contracts still exist, digital contracts offer more accessibility, the ability to track changes, and a way to collaborate via electronic communication.
Digital contracts can be impacted by the electronic communications between organizations and their vendors/customers as time goes by. When organizations or their vendors/customers communicate through email, text messages, or in some other mode of electronic communication about performance under the contract, the final details of the agreement can potentially be affected. For example, some of the electronic communication might identify a need to modify a certain aspect of the agreement, a party might directly amend a clause of the agreement, or the interpretation of the agreement might change.
For organizations who enter into legal agreements via electronic communication, we suggest following these three key steps:
- Read all of the electronic communications that relate to the business contract. Electronic communications might be more legally binding than you think.
- Document and keep copies of all electronic communications (emails, text messages, etc.) with your vendors/customers. In the event that a legal dispute arises, you can refer back to those communications.
- Understand that informal electronic communications, such as texting, can be a useful tool to help tilt a contractual relationship more in favor of what you want. Over time, when you communicate with vendors/customers to document your up-to-date interpretation of an agreement, it can be persuasive in court or negotiations if a dispute arises.
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In the business world today, we operate in a fascinating world of electronic contracting. When I say it’s fascinating, I mean that I’m a lawyer who’s been practicing law for a long time, and I remember the old days when all contracts for business were almost all written on pieces of paper. Today, we now live in this world of electronic mail, text messages, and Office 365 where our agreements with customers and vendors are negotiated, communicated, and recorded in many different media. So, yes, we still use paper documents for contracts, but a lot of times, we may just exchange a Word document through electronic mail.
After we’ve actually signed an agreement with a vendor or customer, times goes by and the relationship evolves. As it evolves, the two parties to the agreement communicate with each other in a very rich way – a way that we didn’t communicate in the 1980s, for example. Today, we’re able to and do use text messages, for example, to communicate about performance under the agreement. We might have some kind of an online environment, such as Office 365, where the vendor and the corporate customer exchange messages and comments. Comments can even be embedded in Word documents. All of these electronic communications can affect the final agreement, so you may have a regional paper contract with your vendor, but then the years go by, and a rich collection of electronic records come to modify the agreement. They may amend the agreement in a direct sense, or they may amend the interpretation of the agreement.
It’s very important for organizations to fully recognize all the different ways that electronic records can impact the contract that they have with their trading partners. Therefore, organizations are wise to 1) read all of the electronic communications that relate to that business contract, because those electronic communications may be more legally binding than you might think; 2) try to make records of all of the relevant electronic communications, including emails and text messages, so that you know what the deal is if you end up in a dispute, you can refer back to that email; and 3) recognize the informal types of communications that are available today like text messages can be a powerful way to help tilt a contractual relationship a little bit more in favor of what you want. As time goes by in a relationship, you can send text messages and emails that help to document your up-to-date interpretation of what that old paper contract actually means. This can help, ultimately, to be persuasive in court or negotiations in the future to make clear that contract was given to me the kinds of support and expectations that I really need.
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