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Oral Contracts, Purchase Orders, and Contracting via Email

What if you only have a "handshake" deal?  What if you didn't sign a "contract," but have an agreement over email?  What if you just responded to a purchase order but did not sign anything?

While most breach of contract claims involve formal "written" contracts signed on the dotted line, enforceable contracts come in all shapes and sizes.  Under the Colorado Uniform Electronic Transactions Act (C.S.A. § 24-71.3-101, et. seq), courts can treat emails and even text messages as though they were signed paper writings.  Courts can enforce contracts based on emails and text messages if they show agreement on all the key terms necessary to form a contract.  Our attorneys understand the nuances of these laws and how they can help enforce email contracts or even text message contracts.  Emails or text messages demonstrating a contract can be used as a basis for a breach of contract claim.

Some breach of contract claims can rely on oral, unwritten contracts if they do not violate the statute of frauds.  For example, courts can enforce oral, unwritten contracts for services that can be performed within one year after the contract is made.  C.S.A. § 38-10-112.

Next, if you are selling goods commercially, the Uniform Commercial Code, or UCC, may govern your claims.  The UCC does away with certain "traditional" rules in order to help merchants do busienss more easily.  For example, the UCC allows courts to enforce contracts where one party responds to a purchase order for goods by shipping the goods ordered without signing off on any actual "contract."  C.S.A. § 4-2-206.

Lastly, if you provided goods or services to another person or business without a binding contract and have not been paid for them, you may still have claims for quantum meruit, unjust enrichment, or promissory estoppel, depending on the circumstances.  All of these remedies depend greatly on the facts of your individual case.  Please feel free to contact us for a free consultation.

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Thomas P. Howard, LLC
842 West South Boulder Road, Suite 100
Louisville, CO 80027
Phone: 303-665-9845
E-mail: [email protected]
Fax: 303-665-9847
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Thomas Howard is an experienced trial lawyer practicing with an emphasis in intellectual property disputes (including copyright, trademark, trade dress, trade secret, Web site infringements and other Internet-related disputes) as well as complex civil litigation (including breach of contract, interference with contract, breach of fiduciary duty, conspiracy, fraud, fraudulent transfer, trespass, negligence and nuisance).
In addition to representing clients involved in litigation, Thomas Howard frequently negotiates and drafts intellectual property-related agreements, including nondisclosure and license agreements. He has drafted and negotiated such agreements on behalf of his clients with parties as diverse as Microsoft, Best Buy, Phillips and Hyperion. MORE