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In these days of emails, employers are wise to be careful that an email exchange between their organisation and potential employee or contractor does not constitute an offer or acceptance and become legally binding.

In the 2011 case of GOLDEN OCEAN GROUP LIMITED, the commercial court certainly took that view that an email using terms such as:

1.       “YES. CONFIRM THE 5 DAYS THAT’S FINE”.

2.       “Many thanks yours – we are all done!”

3.      “……….. confirm ok to change deposit to within 5 days. Also will put the inspection clause in the C/P (or as an addendum).”

4.       “Can we make the ….. today’s date? (Or have you already announced this deal?)”

5.       “Also can we tell/confirm to Salgaocar that …… will be the ………?”

Whilst the first and fourth  lines seems to be a clear acceptance, the other statements ( which actually bind a third party in this case) are slightly more ambiguous and there is the caution.  Taken in their totality (as a Tribunal or court will do), the acceptance was held to be binding.

Many employers would argue that they have disclaimers on the foot of all emails, but these emails typically include those emails that are meant to be binding, so undermining the validity of the disclaimer.

I recommend adding “subject to contract” or similarly appropriate wording to any negotiation with any potential new hires or contractors.

 
Citation; [2011] EWHC 56 (Comm)

 

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