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Why a NY Trial Court Held E-Mail Wasn't an Enforceable Contract


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1/1/2016
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As noted in "When an E-Mail is Enough to Qualify as a Contract Under NY Law," there are certainly times that an e-mail will suffice to satisfy New York's Statute of Frauds, and allow a breach of contract claim to continue - even in the absence of a formal written contract.

 

But that doesn't mean that ALL emails will constitute an agreement.

 

Consider the case of Sinrich v. Fernwood Enterprises, LLC, where a New York County trial court specifically held an e-mail unenforceable in the context of a breach of contract claim on more than one ground, including that the purported "agreement" would have included evading income tax laws. In that regard, the Court stated as follows:

 

"Here, however, there is no enforceable contract. The referenced March 13, 2007 e-mail from Defendant to Plaintiff, and subsequent e-mail correspondence between Plaintiff and Defendant, did not constitute an enforceable contract. "The agreement is illusory for lack of mutuality of obligation[.] While mutuality of obligation does not mean equality of obligation, it does mean that each party must be bound to some extent." (Dorman v. Cohen, 66 A.D.2d 411, 415 [1st Dept. 1979]). In the e-mail, Defendant explains the "pros and cons" of Plaintiff's effectuation of the Deed of Variation including the "negative" of "you risk me never giving [the money] back to you and legally you having no right to challenge." Defendant's statement expressly disclaiming any responsibility, demonstrates that she lacked the requisite intent by her to be bound to any terms of any agreement."



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