A contract is formed under NJ law when there is an offer, acceptance and consideration. In other words, for a contract to be formed there must be offer (i.e., Person A says that they will provide a service) and acceptance (Person B agrees to the service being provided), and there must be consideration (something of value must be exchanged). The parties must have had a meeting of the minds as to the terms. Notably, contracts are not the same as gratuitous promises, where one of the parties receives no benefit of value.
While there are many more rules that relate to when and how contracts are formed this basic definition provides the framework for us to understand why and how a text message, oral conversation, or email correspondence all fall within this framework.
Often. Contracts govern many aspects of our day-to-day lives. When you enter into a Starbucks to get your morning coffee, go to the gas station to fill up your tank, or even have conversations throughout the day with your colleagues or friends, you are entering into contracts. A contract does not have to be a super formal and official writing signed by both parties, there are many different shapes and sizes that contracts take.
In New Jersey, the law treats an email or text message just as it would any other purported contract. It looks the contents of the communications, and if you have an offer and acceptance, and all of the material terms of a deal, you may have a valid enforceable contract even if you intend to “formalize” the agreement at later date. While not every email or text message qualifies as a contract, some email exchanges and text messages can sometimes create a binding contract.
Oral communications can also be a contract! The issue of oral contracts is usually not whether they constitute a contract or can be binding, but rather if there is sufficient evidence to prove that an oral contract exists. It is well-settled that an “[oral] contract proved must be clear, definite, and certain, both as to its terms and its subject-matter.” McNamara v. Bohn, 108 A. 764, 765 (N.J. Ch. 1919). Thus, a court can consider the relationship between the Parties, whether there are documents that support its existence, such as a check for services performed or written communications regarding dates, work being performed, or specifications.
Language clearly articulating that something is not an agreement or intended to be a contract is the best way to avoid it! In addition, if the Parties are interested in entering into a formal, written, contract, that contract can include language about how all modifications have to be signed and in writing to prevent any unwanted deviations from the agreement.
A written, formal and signed contract makes dealing with breaches of that agreement the easiest. When things are in writing, there is no guessing or stretches required. What the Parties intend to agree to is memorialized in black and white. Both Parties responsibilities are clearly articulated and agreed to meaning that if either Party shirks its responsibilities, it is significantly easier to identify and be remedied.
No one expects you to be an expert from reading a singular, blog post! If you still have questions, that is to be expected and okay. Please contact the experienced attorneys at Callagy Law for help in navigating through all of your questions. The consultation is free!
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