Three important messages came out of this case – the courts concluded that the seller was bound by the terms of the contract she had made by e-mail; It`s easy to commit to a contract by email. and it is not defensible to say that the emails or appendices had not been read or reflected what was intended. To decide whether an email exchange is a legally binding contract, you need to look very closely at the words used. This was confirmed recently in the case of Golden Ocean Group Ltd against Sagacor Mining Industries PVT Ltd and another  EWCA Civ 265. Here, the Court of Appeal confirmed that an enforceable guarantee could be created by a series of emails authenticated by the guarantor`s online signature. The parties exchanged a number of emails in which they agreed on a number of changes to a model document. The language used was far from formally legal and even contained words. At the end of the negotiations, one of the parties asked the other party to present a full and comprehensive agreement containing all the key conditions. Indeed, this document was never written (yet noted), but the court confirmed that the parties intended to be bound by the terms they had negotiated informally and agreed in the emails. The court went further and stated that if a person puts his name on an email to report that he comes with his authority and that he assumes responsibility for its contents, he will be considered a signature within the meaning of Section 4 of the Fraud Act of 1677.
This is also the case when only the first name, initials or perhaps even a nickname is used. The clear and unequivocal doctrine is that if you do not want to create an enforceable agreement or guarantee while negotiating in writing, it is important to note that you are negotiating “in accordance with the contract” and that you do not intend to be bound until an official document is executed. One of the most common misunderstandings about contracts is that a signature is necessary for a contract to be binding, when all that is necessary for both parties is necessary to agree on the terms set. Practical Considerations — Depending on the contract: a number of cases suggest that the parties may involuntarily enter into legally binding contracts by pre-contracting e-mail. If the intention is to negotiate terms before a formal contract is concluded, it is important that the emails show this very clearly, for example by indicating “contractually” prominently in the spirit or at the top of the email in a bold text printed or highlighted. Only the inclusion of a disclaimer is unlikely, as it is not sufficiently specific and imperceptible.