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    Software Carpenter dee-u's Avatar
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    Arrow What constitutes a contract?

    Is a signature a vital part in a contract or even without a signature we can also enter into a valid contract? For example if you and your employer agreed on a contract by email alone, is this considered valid and executory?

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    Terrible Member dclamp's Avatar
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    Re: What constitutes a contract?

    If for some reason you end up going to court, saying he sent an email that he agreed is not good enough. A signature says that he was there with you, 'read' the contract, and agreed to its contents.

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    Re: What constitutes a contract?

    Thanks. The employer is in another country, how could we make a valid contract then? We only agreed via email though that may not be enough to coerce him or me to follow the agreements?

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    Terrible Member dclamp's Avatar
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    Re: What constitutes a contract?

    The more legal way to do it would be mail, but that can be costly. Fax is the next best thing.

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    Re: What constitutes a contract?

    So in any case if there is a breach of contract when the contract is agreed upon via email only then one is not breaking any law?

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    Terrible Member dclamp's Avatar
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    Re: What constitutes a contract?

    It isnt illegal to agree through email, but it most likely wont hold up in court.

    If email is absolutely the only way you can do it, then go for it. Having a signature is stronger than agreement by mouth.

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    Re: What constitutes a contract?

    Ok, thanks for the input. I'll wait what the others would say.

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    Re: What constitutes a contract?

    Email a copy of the contract... have them physically sign it (print it out, then sign) scan it back in as an image or something easily viewable and have them send that back to you. That should work. So does a fax of the signature page.

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    MS SQL Powerposter szlamany's Avatar
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    Re: What constitutes a contract?

    Quote Originally Posted by dee-u
    ...The employer is in another country, how could we make a valid contract then? We only agreed via email though that may not be enough to coerce him or me to follow the agreements?
    Contracts are practically meaningless - the only time they have any value at all is when you go to court to fight over non-fulfillment of the agreement.

    Would you ever imagine taking this person to court? In a different country? Do you ever imagine they would take you to court - from a different country?

    Agreements can be anything - written, verbal - e-mail - fax - it's all the same.

    If you have an e-mail from this person stating what they want you to do - and how you will be compensated - then you have a contract. Remember there has to be two-sides getting something for a contract to ever be a contract. It's that consideration that is of the utmost importance. That is why most non-compete contracts are not enforceable - as the employee being told to not compete never got "consideration" or "compensation" for that non-compete - making it not a contract.

    an agreement with specific terms between two or more persons or entities in which there is a promise to do something in return for a valuable benefit known as consideration. Since the law of contracts is at the heart of most business dealings, it is one of the three or four most significant areas of legal concern and can involve variations on circumstances and complexities. The existence of a contract requires finding the following factual elements: a) an offer; b) an acceptance of that offer which results in a meeting of the minds; c) a promise to perform; d) a valuable consideration (which can be a promise or payment in some form)...
    Once they make a downpayment or first payment or any kind of payment they show a form of proof that they are involved contractually according to the e-mail agreement (or verbal or fax or letter or contract - whatever).

    I would consider that "down payment" to be way more important then any signature.

    I've been working for 4 months with a new customer waiting for a contract to be developed by their legal staff for us both to sign. They are making monthly payments according to a "letter of intent" that I sent them. In a way I am almost happier with this arrangement - payments are coming - honoring my "letter of intent" - and the lack of contract almost protects me more then them.

    I also just started a new job last month where we did many e-mails back and forth and then finally I prepared a "signature sheet" that was attached to our original letter of intent along with delivery schedule - making a contract of that. We happen to be close enough that we met in person - with two copies of the documents I described - we both signed the signature sheet and left with our own copies. What value does this have - pretty much nothing - if one of us stops living up to that agreement would we spend the $$'s and time to go to court?

    I've also entered into multi-year arrangements with large companies that had me sign contracts that were dozens and dozens of pages long. One such agreement never materialized the way the contract indicated - and at this point I don't have the desire to explore whether I have legal rights in the contract that I could leverage my way.

    Bottom line - you got some work from a person in a different country. It's more important that you have a payment schedule that keeps you "ahead" of the delivery of software more then a signed piece of paper that you most likely wouldn't have the resources to enforce. If you start delivering software before you get compensation you are opening yourself up to never getting paid...
    Last edited by szlamany; Oct 4th, 2008 at 02:56 PM.

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    Terrible Member dclamp's Avatar
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    Re: What constitutes a contract?

    well explained. Thanks sz!

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    Re: What constitutes a contract?

    Thanks a lot sz...

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    Re: What constitutes a contract?

    Quote Originally Posted by dee-u
    Is a signature a vital part in a contract or even without a signature we can also enter into a valid contract? For example if you and your employer agreed on a contract by email alone, is this considered valid and executory?
    In non-legal terms or "sociable" terms, a contract is just an agreement with trust. So I guess a signature is not vital.

    So in essence, if you don't trust the employer from the beginning or he does not trust you, the contract will be null and voided and cannot be remedied.

    Email alone is enough for a contract. Just make sure you trust one another.
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    Re: What constitutes a contract?

    Quote Originally Posted by tommygrayson
    Email alone is enough for a contract.
    If there is a breach then could you use it as evidence when going to court?

  14. #14
    MS SQL Powerposter szlamany's Avatar
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    Re: What constitutes a contract?

    Yes - the judge and/or jury weighs evidence presented along with the character of the people on trial and give credence to those that manage to prove their points cleanly...

    Lawyers in the US charge $200, $300 or $400 dollars an hour. That's 10, 20 or 40 times a normal hourly wage for a worker...

    I cannot imagine ever taking someone to court over breach of contract....

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    Terrible Member dclamp's Avatar
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    Re: What constitutes a contract?

    Quote Originally Posted by szlamany
    Yes - the judge and/or jury weighs evidence presented along with the character of the people on trial and give credence to those that manage to prove their points cleanly...

    Lawyers in the US charge $200, $300 or $400 dollars an hour. That's 10, 20 or 40 times a normal hourly wage for a worker...

    I cannot imagine ever taking someone to court over breach of contract....
    if damages are less than $500 (USD) it can be settled in Small Claims Court, and no lawyer needed

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    MS SQL Powerposter szlamany's Avatar
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    Re: What constitutes a contract?

    small claims is $5000 in CT - was that a typo?

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  17. #17
    Terrible Member dclamp's Avatar
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    Re: What constitutes a contract?

    yes. $5000

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    Re: What constitutes a contract?

    Small claims limits vary according to state. Here in CA most counties have a $7,500 limit.

    A contract can be agreed by email wth a simple reply email stating the acceptance of the contract. Contracts can also be simple "Oral Contracts" where you both talk and agree all verbally.
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    Re: What constitutes a contract?

    Quote Originally Posted by dee-u
    If there is a breach then could you use it as evidence when going to court?
    As everyone have said. Yes, you can. But it will take years before the judge can decide who wins.

    I can see you want to fully secure your agreement. Very well, you can e-mail him for a meeting arrangement for contract signing. You can also request him for a digital signature in his e-mail since courts seem to accept them nowadays.

    The best way to secure your contract is to find other participants or so to say other people that has also received you employers e-mail so that you are not alone. If a breach of contract should occur, you and your fellow participants could file a uhm... <class act?> against your employer.

    Hope this helps in weighing your decision.
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    Terrible Member dclamp's Avatar
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    Re: What constitutes a contract?

    Quote Originally Posted by RobDog888
    Contracts can also be simple "Oral Contracts" where you both talk and agree all verbally.
    The problem with that, is its Person A's word against the other.

    Person A - "He said he agrees"
    Person B - "I have no recollection at all to saying that."

    Unless you record it of course.

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    Super Moderator RobDog888's Avatar
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    Re: What constitutes a contract?

    Yes but there usually is supporting evidence to collaborate your story.
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    Re: What constitutes a contract?

    Most of this argument is based on US law in a US court. Fighting legal actions across international boundaries is probably not something suitable for small claims court, and may not be economically justified in ANY relevant situation. If court costs would be so high that the fight would not be justified, then an e-mail is as good as any other kind of contract: Meaningless. Therefore, get paid! If you have a bunch of pieces of paper from your country with legal tender written on them, that will ultimately be worth more than any signed contract in this situation.
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  23. #23
    Hyperactive Member danecook21's Avatar
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    Re: What constitutes a contract?

    I know this thread is a bit old but I wanted to question why you are making an agreement with someone you have not met in another country only through email. Sounds like asking for trouble to me.

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