NEWS FLASH: Emails Are Legally Binding Contracts. *&!^!)*@&%


You know it’s going to be a great day when you only got up to pee once in the middle of the night and then fell right back asleep. Why does this feel like I, personally, deserve a medal? I’m pretty sure congratulations are in order over on Twitter. (Are we following each other / sending cowgirl emojis back and forth yet?)

Remember last week when I promised you that we were going to take this week to start talking about some of the dirty / useful / vital legal hacks I’ve learned over the years? Well I’m making good on that promise, starting today, because I’m probably one of the only bloggers in this space who’s ever taken an intellectual property matter all the way to federal court, and I’ve (hilariously, sadly) seen things that most will never. And between that, and running an online business for almost ten years now, I've learned a hell of a lot—including some of the things we’re going to talk about this week.

SO ARE YOU READY FOR THIS? Because’s today’s lesson is important:

Always put *your intention* in writing.

Most of us know it’s a good practice to “put everything in writing” except did you know that even an innocent email can be considered a legally binding contract? Which means that even if you think you’re just casually shooting ideas back and forth—say with a client on how to work together moving forward for how much money—that email could actually serve as evidence of an OFFER. And if the other party says something to the effect of, “sounds good,” that could be construed as ACCEPTING your offer. And then if you go to flesh out the actual terms in more detail thereafter, like any normal person would, you might already be screwed. Because technically, you’ve already signed an agreement to whatever you casually mentioned in that email, no matter how rudimentary.

Unlike most people think, you don’t need a formal, signed contract to enter into a legally binding agreement in the eyes of the law. BUT—here’s the good news for you—you do need intent. And here’s the craziest thing about it all:

Whether you were actually intending to mean something or not is irrelevant.
It’s the language that you use that defines your intent.

Words are so important! Whatever is written on that email is the only thing that matters. Not your face, not what you say, not what you actually intended. Only the way you worded it. Therefore, it’s crucial—especially when proposing anything to anyone—that you simply make it clear within the body of the email that your proposal is contingent on a formally executed agreement.

You can be a real dick and put something like this as a huge disclaimer right at the top of your email (more appropriate if you’re in actual negotiation discussions so you don’t seem like a psychopath) or you can be a little more subtle and word it nicely within the body of the email. (More appropriate if you’re having a friendly conversation with a client, or a contractor, or a business partner.) Even something as simple as, “For the sake of discussion, let’s brainstorm some ideas for how we can _____________.” Either way, the important thing is that your language reflects that it is not your intent for the email exchange to constitute a binding agreement, and to avoid making unconditional promises and using words like “offer,” “agree,” “accept.”

Everything needs to be goddamn conditional, okay?

Because the age-old advice to “put it in writing” still stands—but when you work exclusively online, and everything is in writing?

You need to know exactly what you’re saying.



*Obviously I am not a lawyer, though a law firm called
“The Middle Finger Project” would be the best thing ever.

**Since I’m not a lawyer, this is not legal advice.
But it is real-world experience advice, and that’s probably more valuable, anyway.




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