• CSC tag_orngBlu
  • Conference
      • About
        • About the Conference
        • Floor Plan / Sponsor List
        • Sponsors
        • FAQ
        • Contact Us
        • Health & Safety
      • Hotel & Travel
        • Hotel Accomodations
        • Travel Information
      • Attend
        • Why Attend?
        • Registration & Pricing
        • Agenda At-A-Glance
        • Conference Schedule
        • MCLE Accreditation
        • Speakers
        • Speaker Resources
      • Sponsor
        • Why Sponsor?
        • Sponsor / Inquire
        • Sponsor Resource Center
        • Sponsorship & Advertising
  • News
    • Latest News
  • Subscribe
    • Newsletter Signup
  • .
  • Logo
  • Conference
    • [Column]
      • About
        • About the Conference
        • Floor Plan / Sponsor List
        • Sponsors
        • FAQ
        • Contact Us
        • Health & Safety
      • Hotel & Travel
        • Hotel Accomodations
        • Travel Information
    • [Column]
      • Attend
        • Why Attend?
        • Registration & Pricing
        • Agenda At-A-Glance
        • Conference Schedule
        • MCLE Accreditation
        • Speakers
        • Speaker Resources
    • [Column]
      • Sponsor
        • Why Sponsor?
        • Sponsor / Inquire
        • Sponsor Resource Center
        • Sponsorship & Advertising
    • [Column]
      • [Custom]
  • News
    • Latest News
  • Subscribe
    • Newsletter Signup
  • .

December 9-11, 2025
Hyatt Regency Coconut Point, Bonita Springs, FL

Register Sponsor
Q

Latest News

July 27, 2016

Texts Can Constitute Binding Contracts

Latest News
July 27, 2016

Texts Can Constitute Binding Contracts

Under certain circumstances, text exchanges can satisfy the statute of frauds.

For hundreds of years, courts have required tangible proof that commercial and other contracts reflect a “meeting of the minds” by the parties to an agreement.

In the Middle Ages, handwritten documents had to validated by signatures and wax seals impressed with the crest or emblem of the individuals or commercial entities executing the contract. (This was the original purpose of signet rings.)

When printed contracts became commonplace, both parties signed “original copies” of their agreement. Notaries attested to the authenticity of the signatures.

In the United States, this format was codified in the statute of frauds.

With the advent of the almost universal use of electronic communication via email, the old rules became an unnecessary encumbrance and courts have accepted that email correspondence with, and eventually without, an electronic signature can bind the parties.

In a recent case, St. John’s Holdings LLC v. Two Electronics LLC, a Massachusetts court has taken the next logical step in expanding the scope of the statute of frauds by ruling that, given the appropriate factual circumstances, electronic text exchanges can create a binding contract.

Matthew DeVries, in an article in Best Practices Construction Law, reviews the Court’s reasoning in this case.

Real estate agents for the buyer and seller exchanged a series of texts in which they outlined, in considerable detail, the terms of the sale. This culminated in the buyer’s agent texting the buyer’s acceptance of the seller’s terms.

“’Tim, I have the signed LOI and check it is 424 [pm] where can I meet you?’”

The seller’s agent accepted the LOI and the deposit check. However, the seller refused to honor the agreement. The buyer filed suit to enforce performance.

“Thus the questions in the St. John’s Holding were: (a) whether a text message can be a writing under the Statute of Frauds; (b) whether the alleged writing contains sufficiently complete terms and an intention to be bound by those terms; (c) whether there is an offer and acceptance.”

The Court found that a binding contract had been created. This, according to Mr. DeVries, is the first time a Court has ruled on this issue.

The use of texts to negotiate and consummate contracts is probably going to become “business as usual.” Contractors and their counsel should take this into consideration when exchanging text messages.

 

Source—

LOL! OMG. HUH? Court finds That Text Message Can Form Binding Contract, Matthew DeVries, BEST PRACTICES CONSTRUCTION LAW, June 24, 2016.

SHARE

Share on Email
Share on Linkedin
Share on Facebook
Share on Pinterest
Share on Twitter
← Previous Article Next Article →
Latest News Latest NewsNews

AGC: “Extreme” Price Hikes for Steel and Aluminum

“The huge increases in steel and aluminum tariffs appears to have enabled domestic producers to push up their selling prices,” said Ken Simonson, the association’s chief economist.

Latest News Latest NewsNews

NYC Attorney Confirms: Defects on the Rise

Carol A. Sigmond, partner at Greenspoon Marder LLP, is seeing a trend; construction defects are on the rise.

Latest News Latest NewsNews

AGC: “Extreme” Price Hikes for Steel and Aluminum

“The huge increases in steel and aluminum tariffs appears to have enabled domestic producers to push up their selling prices,” said Ken Simonson, the association’s chief economist.

Latest News Latest NewsNews

Pricing Risk in Construction – CSC Session Preview

How do you factor in risk from tariffs, immigration crackdowns, and political unrest? CSC will tackle it all.

Latest News Latest NewsNews

Tariffs Drive Up Prices On Key Construction Materials

Steep tariff increases on aluminum and steel, along with a recent tariff on raw copper, drove the producer price index.

Latest News Latest NewsNews

Expanding Roles for In-House Counsel

According to John Fedun, many services that have traditionally been outsourced are now being brought in-house.

Latest News Latest NewsNews

Conference Connections and In-Person Education 

Why spend the time, money, and effort in the digital age? We asked why CSC attendees continue to make the trip.

Latest News Latest NewsNews

Construction Spending Decreases by 0.3 Percent

It's the largest year-over-year decrease since February 2019, according to an analysis by the AGC.

SHOW INFORMATION

SIGN UP

Register now for the opportunity to connect with thousands of atttendees and vendors

Register
Sponsor / Inquire
FOLLOW US ON
  • Follow
  • Follow
  • Follow
Emerald Logo
© 2025 Emerald X, LLC. All Rights Reserved
ABOUTCAREERSAUTHORIZED SERVICE PROVIDERSEVENT STANDARDS OF CONDUCTYour Privacy ChoicesTERMS OF USEPRIVACY POLICY