Q: Is an offer made via email binding, if a subsequent paper agreement was executed with a term omitted.

A: The subsequent agreement will govern, and you can likely be even more confident that this is the result by reviewing the subsequent agreement for an integration or "whole agreement" provision. This provision is likely to be in most formal agreements (this is more likely if attorneys prepared the contract), and states the contract integrates and represents all prior negotiations and agreements between the parties.

The narrow exceptions to this being the case would be instances such as where the subsequent agreement is ambiguous on its face, and the Court needs to look to the parties' prior correspondence and other 'parole evidence' to determine what the parties intended.

Where here, there is no provision to be interpreted (it was fully left out), the parties are likely to be said to be bound by the terms of the second agreement alone, and the prior promise not to sue your landlord is not an enforceable promise.

A: The subsequent paper agreement likely supersedes the email exchange, following the legal principle of merger doctrine - where final written agreements typically override prior negotiations or agreements.

However, your right to sue remains intact since the final written agreement omitted this crucial term about not pursuing legal action. This omission appears intentional rather than accidental, and courts generally hold that when parties deliberately remove terms from final agreements, those terms are not meant to be binding. The written document represents the complete and final expression of the parties' agreement.

You should document everything carefully, including keeping copies of both the email exchange and the final written agreement. These will be important evidence if you proceed with legal action. While the landlord might argue that the email created a binding agreement not to sue, the fact that this term was specifically left out of the final written agreement strengthens your position considerably.