That Instant Message Isn’t a Contract…Is it?

Legal expert and attorney Brian Rogers raises awareness about how easy it is to unwittingly commit to agreements of many types with partners, employers and clients without your awareness. As you navigate through the process of crafting, conversing about, fine-tuning and committing to an agreement, make sure you have considered all necessary provisions to protect yourself from binding an agreement before you are ready and willing. Even when you have made such provisions, including those stipulating that contracts can only be modified in writing, sometimes the most casual, informal type of written communication can be legal and binding despite their unconventionality.

Brian demonstrates through examples and stories that conversations in writing of any kind can be a double-edge sword. He describes agreements upheld in court despite being entered into without knowingly consenting. At times, these stories involve exorbitant amounts of money and heartache due to ignorance of the law concerning what constitutes a binding agreement. Some points Brian describes in this presentation include:

• How to be cognizant of contract formation and the bounds of liability
• Training for your personnel in risks related to communications during negotiations and and processes  for how to avoid them
• Determining protections and safeguards (such as marking modifications as “drafts”)
• Improving your policies on what you mean by “amendments in writing clause”
• Clarifying the specific terms and conditions you require in order to create a binding contract
• Avoiding assumptions and to err on the side of over-communicating when in all phases of negotiations and formation of agreements.
• Identifying certain people who are authorized to bind contracts so that this is stated directly in the contract itself.
• Giving authorization selectively to only people you know and trust.
• Specifying, when putting a proposal together for a client, that it’s just an offer, and not a binding contract.

Brian Rogers is an attorney who specializes in commercial transactions, mergers and acquisitions, and business services, representing clients ranging in size from small start-ups to large, publicly-traded companies. You can reach Brian through his website


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