The use of email in contract negotiations - Revision history

Designing Buildings at 08:16, 16 November 2020

2020-11-16T08:16:17Z

← Older revision		Revision as of 08:16, 16 November 2020
Line 9:		Line 9:
	In modern email practice, where the use of the 'reply' or 'reply to all' options is common, users can find themselves in a situation where a long chain of correspondence is created that can be construed as forming the basis of a binding contract. This is amply demonstrated by the case of [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries] (2012), briefly described below:		In modern email practice, where the use of the 'reply' or 'reply to all' options is common, users can find themselves in a situation where a long chain of correspondence is created that can be construed as forming the basis of a binding contract. This is amply demonstrated by the case of [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries] (2012), briefly described below:

−	= ~~<br />~~	+	= The case =
−	The case =	+

	The Court of Appeal considered whether a chain of emails constituted an agreement ‘in writing’ between the parties, Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.		The Court of Appeal considered whether a chain of emails constituted an agreement ‘in writing’ between the parties, Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.
Line 20:		Line 19:
	The court disagreed and held the requirements necessary for a contract of guarantee had been satisfied. It found an exchange of emails could constitute an agreement in writing provided the transacting parties intended to be bound by it. The lack of a signature was not a barrier.		The court disagreed and held the requirements necessary for a contract of guarantee had been satisfied. It found an exchange of emails could constitute an agreement in writing provided the transacting parties intended to be bound by it. The lack of a signature was not a barrier.

−	= ~~<br />~~	+	= Preventative Measures =
−	Preventative Measures =	+

	Conducting negotiations by email may expose a party to the possibility of unintentionally entering into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed in a specified form. In the meantime all email should be marked 'subject to contract'. Even this is not foolproof but it should provide a measure of protection in the majority of cases.		Conducting negotiations by email may expose a party to the possibility of unintentionally entering into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed in a specified form. In the meantime all email should be marked 'subject to contract'. Even this is not foolproof but it should provide a measure of protection in the majority of cases.
Line 40:		Line 38:
	* See the decision in full [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries].		* See the decision in full [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries].

−	[[Category:~~Case_law~~]] [[Category:~~DCN_Case_Law~~]] [[Category:~~Other_legislation~~]] [[Category:~~DCN_Legislation~~]]	+	[[Category:DCN_Case_Law]] [[Category:DCN_Definition]] [[Category:DCN_Guidance]] [[Category:Case_law]] [[Category:Other_legislation]]

Designing Buildings at 10:16, 23 December 2019

2019-12-23T10:16:45Z

← Older revision		Revision as of 10:16, 23 December 2019
Line 1:		Line 1:
−		+	= Introduction =
−	= ~~'''~~Introduction~~'''~~ =	+

	Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual relationship between two parties.		Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual relationship between two parties.
Line 10:		Line 9:
	In modern email practice, where the use of the 'reply' or 'reply to all' options is common, users can find themselves in a situation where a long chain of correspondence is created that can be construed as forming the basis of a binding contract. This is amply demonstrated by the case of [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries] (2012), briefly described below:		In modern email practice, where the use of the 'reply' or 'reply to all' options is common, users can find themselves in a situation where a long chain of correspondence is created that can be construed as forming the basis of a binding contract. This is amply demonstrated by the case of [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries] (2012), briefly described below:

−	= <br/>The case =	+	= <br />
		+	The case =

	The Court of Appeal considered whether a chain of emails constituted an agreement ‘in writing’ between the parties, Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.		The Court of Appeal considered whether a chain of emails constituted an agreement ‘in writing’ between the parties, Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.
Line 20:		Line 20:
	The court disagreed and held the requirements necessary for a contract of guarantee had been satisfied. It found an exchange of emails could constitute an agreement in writing provided the transacting parties intended to be bound by it. The lack of a signature was not a barrier.		The court disagreed and held the requirements necessary for a contract of guarantee had been satisfied. It found an exchange of emails could constitute an agreement in writing provided the transacting parties intended to be bound by it. The lack of a signature was not a barrier.

−	= <br/>Preventative Measures =	+	= <br />
		+	Preventative Measures =

	Conducting negotiations by email may expose a party to the possibility of unintentionally entering into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed in a specified form. In the meantime all email should be marked 'subject to contract'. Even this is not foolproof but it should provide a measure of protection in the majority of cases.		Conducting negotiations by email may expose a party to the possibility of unintentionally entering into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed in a specified form. In the meantime all email should be marked 'subject to contract'. Even this is not foolproof but it should provide a measure of protection in the majority of cases.
Line 26:		Line 27:
	It is also wise to avoid long strings of email correspondence.		It is also wise to avoid long strings of email correspondence.

−	= ~~Find out more~~ =	+	= Related articles on Designing Buildings Wiki =
		+
		+	* Alternative dispute resolution.
		+	* Contract.
		+	* Contract claims.
		+	* Causes of construction disputes.
		+	* Email overload.
		+	* Writing technique.

−	==~~= Related articles on Designing Buildings Wiki ===~~	+	= External references =
−	*Alternative dispute resolution.	+
−	*Contract.	+
−	*Contract claims.	+
−	*Causes of construction disputes.	+
−	*Writing technique.	+

−	~~=== External references ===~~	+	* See the decision in full [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries].
−	*See the decision in full [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries].	+

−	[[Category:Case_law]]	+	[[Category:Case_law]] [[Category:DCN_Case_Law]] [[Category:Other_legislation]] [[Category:DCN_Legislation]]
−	[[Category:Other_legislation]]	+

Designing Buildings at 06:52, 22 June 2014

2014-06-22T06:52:02Z

← Older revision		Revision as of 06:52, 22 June 2014
Line 1:		Line 1:

−	= '''~~The use of email in contract negotiations~~''' =	+	= '''Introduction''' =

	Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual relationship between two parties.		Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual relationship between two parties.
Line 22:		Line 22:
	= <br/>Preventative Measures =		= <br/>Preventative Measures =

−	Conducting negotiations by email may expose a party to the possibility of unintentionally entering into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed in a specified form. In the meantime all email should be marked 'subject to contract'. Even this is not foolproof but it should provide a measure of protection in the majority of cases.	+	Conducting negotiations by email may expose a party to the possibility of unintentionally entering into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed in a specified form. In the meantime all email should be marked 'subject to contract'. Even this is not foolproof but it should provide a measure of protection in the majority of cases.

	It is also wise to avoid long strings of email correspondence.		It is also wise to avoid long strings of email correspondence.
Line 29:		Line 29:

	=== Related articles on Designing Buildings Wiki ===		=== Related articles on Designing Buildings Wiki ===
−	*Alternative dispute resolution.	+	*Alternative dispute resolution.
	*Contract.		*Contract.
	*Contract claims.		*Contract claims.
−	*Causes of construction disputes.	+	*Causes of construction disputes.
	*Writing technique.		*Writing technique.

Designing Buildings: moved E-mail and contracts to The use of email in contract negotiations

2014-06-22T06:51:45Z

moved E-mail and contracts to The use of email in contract negotiations

← Older revision

Revision as of 06:51, 22 June 2014

Designing Buildings at 13:19, 29 April 2013

2013-04-29T13:19:37Z

← Older revision		Revision as of 13:19, 29 April 2013
Line 4:		Line 4:
	Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual relationship between two parties.		Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual relationship between two parties.

−	Email is ubiquitous and is used increasingly as ~~the~~ means to convey 'pre-contract' requirements and terms between parties who envisage entering into a formal contractual relationship. However, unless care is taken it is possible for a contract to be formed between the parties based upon that email correspondence.	+	Email is ubiquitous and is used increasingly as a means to convey 'pre-contract' requirements and terms between parties who envisage entering into a formal contractual relationship. However, unless care is taken it is possible for a contract to be formed between the parties based upon that email correspondence.

−	~~It is frequently the case that one or both of the parties fails to appreciate what is needed for the formation of a binding contract. At~~ law a contract does not need to be signed for it to be enforceable. A contract can be verbal.	+	In law, a contract does not need to be signed for it to be enforceable. A contract can be verbal. Even where a contract does need to be signed, it does not necessarily mean signature with a pen. And the word 'signature' has been sufficiently widely interpreted to include e-mail names or even nicknames.

−	~~Even~~ where ~~a contract does need to be signed, it does not necessarily mean signature with a pen. And the word 'signature' has been sufficiently widely interpreted to include e-mail names or nicknames.~~	+	In modern email practice, where the use of the 'reply' or 'reply to all' options is common, users can find themselves in a situation where a long chain of correspondence is created that can be construed as forming the basis of a binding contract. This is amply demonstrated by the case of [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries] (2012), briefly described below:
−		+
−	~~Modern practice whereby~~ the use of the 'reply' or 'reply to all' options is ~~widely used~~ can ~~create~~ a situation where a long chain of correspondence can be construed as forming the basis of a binding contract.	+
−		+
−	This is amply demonstrated by the case of [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries] (2012), briefly described below:	+

	= <br/>The case =		= <br/>The case =
Line 18:		Line 14:
	The Court of Appeal considered whether a chain of emails constituted an agreement ‘in writing’ between the parties, Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.		The Court of Appeal considered whether a chain of emails constituted an agreement ‘in writing’ between the parties, Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.

−	Negotiations were mostly conducted by email. The purported guarantee was not discussed in any depth, but referred to in the description of the charterer. But the final emails exchanged on behalf of the parties made no reference to SMI’s guarantee and no formal document was drawn up.	+	Negotiations were mostly conducted by email. The purported guarantee was not discussed in any depth, but was referred to in the description of the charterer. But the final emails exchanged on behalf of the parties made no reference to SMI’s guarantee and no formal document was drawn up.

	Shortly before the vessel was due to be delivered, SMI’s subsidiary denied the existence of a charter and said it was unable to proceed. GOG sought to bring proceedings against SMI as the guarantor. SMI contended the guarantee was unenforceable because it was not in writing and not signed by the guarantor.		Shortly before the vessel was due to be delivered, SMI’s subsidiary denied the existence of a charter and said it was unable to proceed. GOG sought to bring proceedings against SMI as the guarantor. SMI contended the guarantee was unenforceable because it was not in writing and not signed by the guarantor.
Line 26:		Line 22:
	= <br/>Preventative Measures =		= <br/>Preventative Measures =

−	Conducting negotiations by email may expose a party to the possibility of unintentionally entering into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed in a specified form. In the meantime all email should be marked 'subject to contract'. Even this is not foolproof but ~~does~~ provide a ~~large~~ measure of protection in the ~~vast~~ majority of cases.	+	Conducting negotiations by email may expose a party to the possibility of unintentionally entering into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed in a specified form. In the meantime all email should be marked 'subject to contract'. Even this is not foolproof but it should provide a measure of protection in the majority of cases.

	It is also wise to avoid long strings of email correspondence.		It is also wise to avoid long strings of email correspondence.

	= Find out more =		= Find out more =
		+
		+	=== Related articles on Designing Buildings Wiki ===
		+	*Alternative dispute resolution.
		+	*Contract.
		+	*Contract claims.
		+	*Causes of construction disputes.
		+	*Writing technique.

	=== External references ===		=== External references ===

Designing Buildings at 07:20, 13 April 2013

2013-04-13T07:20:15Z

← Older revision		Revision as of 07:20, 13 April 2013
Line 30:		Line 30:
	It is also wise to avoid long strings of email correspondence.		It is also wise to avoid long strings of email correspondence.

−	= ~~See also~~ =	+	= Find out more =
−	*See the decision in full [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries].	+

−	[~~[Category~~:~~Other_legislation]]<br~~/~~>[[Category:Case_law]~~]	+	=== External references ===
		+	*See the decision in full [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries].

	[[Category:Case_law]]		[[Category:Case_law]]
	[[Category:Other_legislation]]		[[Category:Other_legislation]]

Designing Buildings at 08:17, 30 October 2012

2012-10-30T08:17:59Z

← Older revision		Revision as of 08:17, 30 October 2012
Line 12:		Line 12:
	Modern practice whereby the use of the 'reply' or 'reply to all' options is widely used can create a situation where a long chain of correspondence can be construed as forming the basis of a binding contract.		Modern practice whereby the use of the 'reply' or 'reply to all' options is widely used can create a situation where a long chain of correspondence can be construed as forming the basis of a binding contract.

−	This is amply demonstrated by the case of Golden Ocean Group v Salgoacar Mining Industries (2012), briefly described below:	+	This is amply demonstrated by the case of [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries] (2012), briefly described below:

	= <br/>The case =		= <br/>The case =
Line 29:		Line 29:

	It is also wise to avoid long strings of email correspondence.		It is also wise to avoid long strings of email correspondence.
		+
		+	= See also =
		+	*See the decision in full [http://www.bailii.org/ew/cases/EWCA/Civ/2012/265.html Golden Ocean Group v Salgoacar Mining Industries].

	[[Category:Other_legislation]]<br/>[[Category:Case_law]]		[[Category:Other_legislation]]<br/>[[Category:Case_law]]

Designing Buildings at 08:13, 30 October 2012

2012-10-30T08:13:57Z

← Older revision		Revision as of 08:13, 30 October 2012
Line 16:		Line 16:
	= <br/>The case =		= <br/>The case =

−	The Court of Appeal ~~had to consider~~ whether a chain of emails constituted an agreement ‘in writing’ between parties -Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.	+	The Court of Appeal considered whether a chain of emails constituted an agreement ‘in writing’ between the parties, Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.

	Negotiations were mostly conducted by email. The purported guarantee was not discussed in any depth, but referred to in the description of the charterer. But the final emails exchanged on behalf of the parties made no reference to SMI’s guarantee and no formal document was drawn up.		Negotiations were mostly conducted by email. The purported guarantee was not discussed in any depth, but referred to in the description of the charterer. But the final emails exchanged on behalf of the parties made no reference to SMI’s guarantee and no formal document was drawn up.

−	Shortly before the vessel was due to be delivered, SMI’s subsidiary denied the existence of a charter ~~party~~ and said it was unable to proceed. GOG sought to bring proceedings against SMI as the guarantor. SMI contended the guarantee was unenforceable because it was not in writing and not signed by the guarantor.	+	Shortly before the vessel was due to be delivered, SMI’s subsidiary denied the existence of a charter and said it was unable to proceed. GOG sought to bring proceedings against SMI as the guarantor. SMI contended the guarantee was unenforceable because it was not in writing and not signed by the guarantor.

	The court disagreed and held the requirements necessary for a contract of guarantee had been satisfied. It found an exchange of emails could constitute an agreement in writing provided the transacting parties intended to be bound by it. The lack of a signature was not a barrier.		The court disagreed and held the requirements necessary for a contract of guarantee had been satisfied. It found an exchange of emails could constitute an agreement in writing provided the transacting parties intended to be bound by it. The lack of a signature was not a barrier.
Line 26:		Line 26:
	= <br/>Preventative Measures =		= <br/>Preventative Measures =

−	Conducting negotiations by email may expose a party to the possibility of ~~entering,~~ unintentionally, into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed. In the meantime all email should be marked ~~– “subject~~ to ~~contract”~~. Even this is not foolproof but does provide a large measure of protection in the vast majority of cases.	+	Conducting negotiations by email may expose a party to the possibility of unintentionally entering into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed in a specified form. In the meantime all email should be marked 'subject to contract'. Even this is not foolproof but does provide a large measure of protection in the vast majority of cases.

−	~~Also~~ avoid long strings of email correspondence	+	It is also wise to avoid long strings of email correspondence.

−	~~State at the outset that you have no intention to be bound by a contract until one is formally drawn up and executed in a specified form.~~	+	[[Category:Other_legislation]]<br/>[[Category:Case_law]]
−		+
−	[[Category:Other_legislation]]	+

	[[Category:Case_law]]		[[Category:Case_law]]
	[[Category:Other_legislation]]		[[Category:Other_legislation]]

Designing Buildings at 08:05, 30 October 2012

2012-10-30T08:05:34Z

Martincantor: Created page with " '''The use of email in contract negotiations''' Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual rela..."

2012-10-29T21:42:43Z

Created page with " '''The use of email in contract negotiations''' Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual rela..."

New page

'''The use of email in contract negotiations'''

Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual relationship between two parties.

Email is ubiquitous and is used increasingly as the means to convey “pre-contract” requirements and terms between parties who envisage entering into a formal contractual relationship. However, unless care is taken it is quite possible for a contract to be formed between the parties based upon that email correspondence.

It is frequently the case that one or both of the parties fails to appreciate what is needed for the formation of a binding contract. At law a contract does not need to be signed for it to be enforceable. A contract can be verbal.

Even where a contract does need to be signed it does not necessarily mean signature with a pen. And the word “signature” has been sufficiently widely interpreted to include e-mail names or nicknames.

And modern practice whereby the use of the “reply” or “reply to all” email buttons is widely used can create a situation where a long chain of correspondence can be construed as forming the basis of a binding contract.

This is amply demonstrated by the case of Golden Ocean Group v Salgoacar Mining Industries (2012), briefly described below:

<br/>'''''The case''

''The Court of Appeal had to consider whether a chain of emails constituted an agreement ‘in writing’ between parties -Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.''

''Negotiations were mostly conducted by email. The purported guarantee was not discussed in any depth, but referred to in the description of the charterer. But the final emails exchanged on behalf of the parties made no reference to SMI’s guarantee and no formal document was drawn up.''

''Shortly before the vessel was due to be delivered, SMI’s subsidiary denied the existence of a charter party and said it was unable to proceed. GOG sought to bring proceedings against SMI as the guarantor. SMI contended the guarantee was unenforceable because it was not in writing and not signed by the guarantor.''

''The court disagreed and held the requirements necessary for a contract of guarantee had been satisfied. It found an exchange of emails could constitute an agreement in writing provided the transacting parties intended to be bound by it. The lack of a signature was not a barrier.''

'''''<br/>Preventative Measures''

''Conducting negotiations by email may expose a party to the possibility of entering, unintentionally, into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed. In the meantime all email should be marked – “subject to contract”. Even this is not foolproof but does provide a large measure of protection in the vast majority of cases.''

''Also avoid long strings of email correspondence''

''State at the outset that you have no intention to be bound by a contract until one is formally drawn up and executed in a specified form.''

[[Category:Other_legislation]]

← Older revision		Revision as of 08:05, 30 October 2012
Line 1:		Line 1:

−	'''The use of email in contract negotiations'''	+	= '''The use of email in contract negotiations''' =

	Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual relationship between two parties.		Recent case law has, once again, revealed the dangers of protracted email correspondence creating an unintended contractual relationship between two parties.

−	Email is ubiquitous and is used increasingly as the means to convey ~~“pre~~-~~contract”~~ requirements and terms between parties who envisage entering into a formal contractual relationship. However, unless care is taken it is ~~quite~~ possible for a contract to be formed between the parties based upon that email correspondence.	+	Email is ubiquitous and is used increasingly as the means to convey 'pre-contract' requirements and terms between parties who envisage entering into a formal contractual relationship. However, unless care is taken it is possible for a contract to be formed between the parties based upon that email correspondence.

−	It is frequently the case that one or both of the parties fails to appreciate what is needed for the formation of a binding contract. At law a contract does not need to be signed for it to be enforceable. A contract can be verbal.	+	It is frequently the case that one or both of the parties fails to appreciate what is needed for the formation of a binding contract. At law a contract does not need to be signed for it to be enforceable. A contract can be verbal.

−	Even where a contract does need to be signed it does not necessarily mean signature with a pen. And the word ~~“signature”~~ has been sufficiently widely interpreted to include e-mail names or nicknames.	+	Even where a contract does need to be signed, it does not necessarily mean signature with a pen. And the word 'signature' has been sufficiently widely interpreted to include e-mail names or nicknames.

−	~~And modern~~ practice whereby the use of the ~~“reply”~~ or ~~“reply~~ to ~~all” email buttons~~ is widely used can create a situation where a long chain of correspondence can be construed as forming the basis of a binding contract.	+	Modern practice whereby the use of the 'reply' or 'reply to all' options is widely used can create a situation where a long chain of correspondence can be construed as forming the basis of a binding contract.

	This is amply demonstrated by the case of Golden Ocean Group v Salgoacar Mining Industries (2012), briefly described below:		This is amply demonstrated by the case of Golden Ocean Group v Salgoacar Mining Industries (2012), briefly described below:

−	<br/>~~'''''~~The case''	+	= <br/>The case =

−	''The Court of Appeal had to consider whether a chain of emails constituted an agreement ‘in writing’ between parties -Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.''	+	The Court of Appeal had to consider whether a chain of emails constituted an agreement ‘in writing’ between parties -Golden Ocean Group (GOG) the owners of a vessel that it offered to hire to a subsidiary of Salgaocar Mining Industries (SMI) who would act as guarantor of their subsidiary.

−	''Negotiations were mostly conducted by email. The purported guarantee was not discussed in any depth, but referred to in the description of the charterer. But the final emails exchanged on behalf of the parties made no reference to SMI’s guarantee and no formal document was drawn up.''	+	Negotiations were mostly conducted by email. The purported guarantee was not discussed in any depth, but referred to in the description of the charterer. But the final emails exchanged on behalf of the parties made no reference to SMI’s guarantee and no formal document was drawn up.

−	''Shortly before the vessel was due to be delivered, SMI’s subsidiary denied the existence of a charter party and said it was unable to proceed. GOG sought to bring proceedings against SMI as the guarantor. SMI contended the guarantee was unenforceable because it was not in writing and not signed by the guarantor.''	+	Shortly before the vessel was due to be delivered, SMI’s subsidiary denied the existence of a charter party and said it was unable to proceed. GOG sought to bring proceedings against SMI as the guarantor. SMI contended the guarantee was unenforceable because it was not in writing and not signed by the guarantor.

−	''The court disagreed and held the requirements necessary for a contract of guarantee had been satisfied. It found an exchange of emails could constitute an agreement in writing provided the transacting parties intended to be bound by it. The lack of a signature was not a barrier.''	+	The court disagreed and held the requirements necessary for a contract of guarantee had been satisfied. It found an exchange of emails could constitute an agreement in writing provided the transacting parties intended to be bound by it. The lack of a signature was not a barrier.

−	~~'''''~~<br/>Preventative Measures''	+	= <br/>Preventative Measures =

−	''Conducting negotiations by email may expose a party to the possibility of entering, unintentionally, into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed. In the meantime all email should be marked – “subject to contract”. Even this is not foolproof but does provide a large measure of protection in the vast majority of cases.''	+	Conducting negotiations by email may expose a party to the possibility of entering, unintentionally, into an agreement. Parties should make it clear when negotiating in writing that they only intend to be contractually bound when a formal contract is drawn up and executed. In the meantime all email should be marked – “subject to contract”. Even this is not foolproof but does provide a large measure of protection in the vast majority of cases.

−	''Also avoid long strings of email correspondence''	+	Also avoid long strings of email correspondence

−	''State at the outset that you have no intention to be bound by a contract until one is formally drawn up and executed in a specified form.''	+	State at the outset that you have no intention to be bound by a contract until one is formally drawn up and executed in a specified form.

		+	[[Category:Other_legislation]]
		+
		+	[[Category:Case_law]]
	[[Category:Other_legislation]]		[[Category:Other_legislation]]