The Quick and Dirty

By Legal Lad

Two words: contractual liability. That refers to the situation where the email recipient thinks he has a contract with you, but you didn’t intend to form a contract at all. For example, you send an email to the local chimney sweep expressing interest in his services. He thinks you’ve already agreed to hire him, and the next thing you know, you’re trying to stop a guy in a top hat from climbing onto your roof. That’s why emails sometimes contain disclaimers to the effect that they are not intended to form a contract.

Is this email a binding contract? (via Inha Leex Hale/Flickr)

An email disclaimer can prevent a contract from being formed, but  an email disclaimer does not create a contract with an unintended recipient. Contracts require a “meeting of the minds” – they cannot be dictated unilaterally.

One note of caution: A court in Scotland recently observed that a disclaimer saying that “nothing in this email constitutes a contract” applies only to the body of the email, not to any attachment. So you’ll want to be precise in wording any disclaimer.