Q: Can action be taken against a retailer who writes a wholesale order via email but does not provide signature on a p.o.?
As a garment industry representative, I have historically required a signature to accompany all written orders. Recently, as so much business is done via email, I am wondering if the email itself is sufficient or if I will still have to have a written signature if they refuse to take the order and legal action becomes necessary?
A:
The contents of the email would form the basis of the contract, so one cannot form a contract by email, and then try to bind the other party additional terms without subsequent agreement.
The relationship between the parties and the course of dealing can also determine whether the email is sufficient. A court would be leery of using a mere email with a stranger, but might imply terms from a previous contract where the parties have a long history. One never knows when it comes to litigation - so often the winner is the one with the better lawyers.
My guess is that the purchase order usually contains terms that a typical email would not, and that there are reasons why a lawyer at some point decided that such terms were necessary, so I would be leery of forming a contract based on an email handshake...
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