Old Oregon contract law still applies to new forms of commerce. Someone offers a chair for sale on Craigslist.org. You E-mail that you want to buy it. The seller E-mails you, "it's yours if you pick it up today." Then, you are about to go out the door and you get a text, "Sorry, I changed my mind."
Well, sorry to the seller. It was a done deal.
In Oregon, some contracts must be in writing and signed. Most don't. For the most part, the key elements of a legal contract are an offer, acceptance and "consideration."
Consideration means that there is a promise to exchange something of value. If I say to you, "I'm going to give you my car," and then I change my mind, you can't go to court to get my car. You've offered me nothing of value. Lack of consideration is rarely an issue. That's because most people want money in exchange for goods and services.
A Craigslist.org ad is an invitation to negotiate. It is not a firm offer, because there would be a problem if five people responded with an E-mail that said, "I accept your offer to sell your chair for $75."
The legal "offer" would come when you respond to the ad and say, "I agree to pay what you're asking." Then, the "acceptance" would be, "Okay, it's yours."
When the communications are in doubt, then a judge or jury must decide if there was an enforceable contract. Whether there is a contract depends on whether a reasonable person would think that both sides showed the intent to be bound to specific terms. So, just because something is by E-mail and not on a signed piece of paper does not matter. What matters is the content of the E-mails.
The big exception is an Oregon law requires some contracts to be in writing and signed. That's called the Statute of Frauds. The most common agreements it covers are (a) commitments to lend or pay back money (b) real estate contracts, (c) agreements that will take one year or more to perform, and (d) leases for longer than one year. You can look to see if your contract needs to be in writing by reading ORS 41.580.
But otherwise, Oregonians can reach binding agreements by spoken words or E-mail; even gestures can demonstrate intent to enter into a legal obligation.
Jeff Merrick, Oregon Trial Attorney
503-665-4234
The above is not legal advice. I cannot give you reliable advice without knowing more information. It is intended to raise some issues for you to discuss with your own lawyer.
