Is A Series Of E-Mails Sufficient to Modify Contracts?
In the article “E-Mails Sufficient to Modify Contract, N.Y. Appellate Panel Says,” published by the New York Law Journal, the author, Noeleen G. Walder, discusses a recent New York appellate court decision that addressed the issue of whether a series of e-mails were signed writings that could be used to modify an agreement. Noeleen G. Walder, E-Mails Sufficient to Modify Contract, N.Y. Appellate Panel Says, New York Law Journal, April 7, 2008. The court found that the e-mails satisfied the requirements of the Statute of Frauds because the name at the end of each message signaled the author's "intent to authenticate" its contents. Id.
“Corbin on Contracts” states that almost any possible form of writing may be sufficient to satisfy the requirements of the statute of frauds. 4-23 Corbin on Contracts § 23.1. Moreover, the writing may be in the form of a traditional written communication or it may be recorded in a technological medium such as computer-generated messages including emails. Id. Writing sufficient to satisfy the Statute of Frauds need not itself be a valid contract, but only evidence of one. Crawley v. Hathaway, 309 Ill. App. 3d 486 (4th Dist. 1999). Writing required by the Statute of Frauds may include one or more documents that collectively contain all the essential terms of the agreement, which is signed by the party to be charged. Prodromos v. Howard Sav. Bank, 295 Ill. App. 3d 470 (1st Dist. 1998). In order to ascertain what sort of writing is sufficient to meet the requirements of the statute of frauds, no form of language is necessary if the intention can be gathered. 19A Ill. Law and Prac. Frauds, Statute of § 41.
An Illinois appellate court has defined “contract modification” as a change in one or more respects that introduces new elements into the details of the contract and cancels others, but leaves the general purpose and effect undisturbed. Nebel, Inc. v. Mid-City Nat. Bank of Chicago, 329 Ill. App. 3d 957 (1st Dist. 2002). For a contract modification to be enforced, it must satisfy the same criteria required for a valid contract; offer, acceptance, and consideration. Watkins v. GMAC Financial Services, 337 Ill. App. 3d 58 (1st Dist. 2003). Modification of a contract may be ratified by acquiescence in the course of conduct consistent with the existence of that modification. Corrugated Metals, Inc. v. Industrial Com'n, 184 Ill. App. 3d 549 (1st Dist. 1989).
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