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GoDaddy service : Recommend I sign up for GoDaddy?? CEO of software company makes me an offer, I accept, and he says "I was only kidding"

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A couple weeks ago I sent out email to some parties I thought would be interested in my domain name ContractManagementSoftware.us. I quickly got a response the CEO of a software company.

"Dear sirs,.

I own the domain name ContractManagementSoftware.us and came across your site when searching online the term 'Contract Management Software.' I am considering selling my domain name ContractManagementSoftware.us at this time, so I am looking for offers from companies or individuals who may have an interest in this very generic domain name that defines exactly the service that you are providing. If you do not already know, .us domain registrations are limited to individuals or companies residing or doing business in the US, and are becoming increasingly popular. To provide just two examples, domains like VolvoCars.us and Sony.us are used by their respective companies as official websites.

I look forward to hearing back from you whether or not you are interested in the domain name ContractManagementSoftware.us and how much you are willing to offer. I am looking for offers in the low $XXXX area and will set a buy-it-now price at $3,300. Please email me back with an offer if you are interested.

-Steven".

He responded saying:.

"Steven, great idea, we are bidding for 7,500,.

XXXXX".

I immediately sent back an email response accepting the offer. He failed to respond to it, and I re-sent it. I figured his offering 7,500 was just in case some other company responded with the buy-it-now price and he really wanted it. Then, I called his phone number as listed in the email he sent me and left a message on his answering machine which he didn't return. Today, I called again and got ahold of him, and started to explain myself, and he interrupted me saying "Haha I was kidding, bye" and hung up on me.

Since he went back on his offer, I recommend avoiding him in domain dealings...

Comments (70)

That's odd... I'd just drop the case and let it go; you didn't lose any property or take any damage.....

Comment #1

You tell him you have a BIN of $3300 and he offers you $7500 and you thought it was a legitimate offer?.

Next time you will know better..

Sure it was rude of him to pull your chain but come on, you have to be realistic...

Comment #2

Why do you say that?.

Whether it was a joke is not controlled by the speaker's subjective intent, in contract formation.

The solicitation was seriously made, and this guy responded with $7,500.

It would be a question for a jury to decide whether or not it appeared to be a joke. I don't see any humor in it, and I think people know I have quite a sense of humor.

If an objective reasonable party would not consider it to have been a joke, then you have the thing - the domain name - and you have a price - $7,500. The argument on the other side, after the "joke" issue, would be that there were other "material terms not specified", but I'm hard-pressed to know what they might be. Why not? The person making the offer might have been concerned that someone else would meet the BIN price first, so he wanted to bid above the BIN. Now, on eBay, you *know* if you are eligible for the BIN price. But in email, you don't. So, why wouldn't responding with $7500 be just as easily an attempt to make sure that his bid would be considered at the maximum amount he would be willing to pay?..

Comment #3

Offer, acceptance, consideration - it's all there.. "he says, wary of the fact that the wise one ahead of him has spoken"..

Comment #4

Give me a break. You can pontificate all you like but anyone who thinks a person who is offering twice what the purchase price is for not good reason deserves what they get..

It's simple greed to think that the offer was legitimate.

And you think this guy was unprofessional?.

You post personal information about a person and you stoop far lower than this person ever did with a bogus offer.

Unbelievable that you would think this is acceptable behavior...

Comment #5

The mainstream hasn't heard of .us domains. Most business owners have probably never visited one. He may have thought that your offer to sell for four figures was a sort of joke or scam. Of course, you see it differently as a domain retailer, but that may be his view...

Comment #6

You are off base HH.

This posting is a warning about my experience with him.

I hope if you receive significant bogus offers that are not ridiculous that you will reveal as much as you can about the people to warn us all. I think many others will agree...

Comment #7

Posting personal information is never acceptable and never professional...

Comment #8

I've gotten loads of false offers well over my starting price, and I'm always skeptical of them. However, even though most are not genuine, a few have been and turned into sales. Essenially, a very simple contract was made by the written email acceptance. It would be a long shot to get it enforced however, and probably cost you a little to do so. If that amount is under the small claims court amount, you could try to collect that way if you wanted to do nothing other than make sure he doesn't pull someone's chain like that. At least he would have to respond to the case with a lawyer or showing up himself or lose by default.

On the other hand, NEVER turn down a second offer until you have money in hand from the first. Be skeptical if an offer sounds to good to be true, until you are paid...

Comment #9

Scrsteven,.

I would be exceptionally annoyed if someone I didn't know sent me an email about what they were selling, ESPACIALLY if I had no interest in the thing you were selling. If this person said that he was looking for domains, It would be a different story.

You sending an email to him like that would seem like either 1) SPAM or 2) SCAM... (scam being highly unlikely lol).

There is nothing you can do about what he said to you, clearly him replying with an offer way above the BIN was a result of him being annoyed. Can't say I would've done the same though...

Comment #10

Sending an legitimate mail for purchase is not spam. If thats spam, Even television ads , door to door marketing are also spam. Steve contacted him with an offer, for which he got a reply. I think the guy who replied to steve are crazy unprofessional idiots...

Comment #11

Hehe, well I wouldnt call him crazy, but definately unprofessional...

Comment #12

But, he already turned down some offers. something lost..

Comment #13

How is he going to prove damages? I mean guys come on let's move on... there's no contract involved and even if it was prior to signature you can't prove anything..

Get over it....!..

Comment #14

To be honnest, you could have been seen to be spamming...i, mean...lets say you got an email offering the domain frgfdbfdhbdg.com would you be happy? I wouldnt!..

Comment #15

Guys the debate is not spamming vs not.. he made an unsolicited offer, the other guy be it CEO or NOT laughed about it.. nothing more to do or read..

There have been no contract negotiations, you can't prove acting in bad faith and there's no damages as the offers he may have had we not binding. Last time I checked he didn't email him about "exclusivity" of the offer or domain.....

Comment #16

I don't see anywhere that the OP was asking for an appraisal..

Perhaps you should keep your comments on the value of a domain restricted to the appropriate forum...

Comment #17

What the guy did was unprofessional, but it's hard for people to take you seriously when your being completely unrealistic...

Comment #18

Well, without contributing to those flaming this thread I would say there are two issues at hand...

First up, in contract law terms and like I and JB have posted above, there was offer, acceptance and consideration - which forms the basis of all contractural law and is binding be it verbal or written in tablets of stone... Now whether a jury, if you wanted to pursue this, would find for the plaintiff would be up to them. And being that they would have multiple precendence to go on (favouring both sides) it would be a bit of a coin flip and a costly process in any respect..

Secondly, and speaking in pragmatic terms, you might want to look upon this as a lead that didnt return a positive result. Irresponsible for this guy to respond with any figure but like he has said, done merely as a joke..

Sense I'm sure will prevail, look upon it as a learning experience and move on...

Good luck with future sales..

Comment #19

I think this is a ridiculous post and totally agree with the above....

Stop moaninig I say..

Comment #20

I don't think sending a specific, targeted email to someone who has paid advertising for a term on search engines and your domain is that term exactly is spam...

Comment #21

Of course it is spam..

You sent out emails to "parties" meaning this was not one email sent..

Your emails were unsolicited. That is spam...

Comment #22

If you send an unsolicited offer to someone for a domain name of theirs, then that's spam?..

Comment #23

It is spam - per se. But then all sales people the world over could also be labelled the same.....

Comment #24

To use an analogy you don't hear of many sales people pitching CEOs about the "Ab-Flex workout".. Simply the domain he pitched was crap to say the least not to mention the worst ever 30" elevator pitch (volvocars.us) LMAO...

Why are we keeping this thread open?..

Comment #25

Sorry, whats the relevance here??.

I thought this was a legal question regarding whether any action could be taken against someone who accepted a contract be in jest or otherwise..

The difference therefore between this set of principals and another domain name dependant is irrelevant..

Are you saying your response would be different if he was selling "sex.com" as opposed to the namein question?..

Comment #26

No i'm saying the context of the domain he was pitching was bad not to mention the totally unprofessional unsolicited offer....

I'm also tired of following the same thread across 2 forums with the same whining.....

Comment #27

Hilarious... go sue the guy and prove damages - the court and him will laugh in your face..

Comment #28

Volvocars.us is one of the most famous .us names since it is heavily advertised on television by volvo as the official site for it's cars.

I never mentioned anything about damages, JeffM2, just about fulfilling the contract completed by his email offer and my acceptance...

Comment #29

I still don't see any reason at all for your "warning".

It's not like this person is actively looking to defraud domain sellers.

You sent him an unsolicited email with a questionable offer, one he obviously felt was ridiculous and replied with an equally ridiculous counter offer.

There was no contract and you really should have know better than to think someone was going to give you double your asking price for a domain...

Comment #30

Ditto here..... there is not a single reason for this warning. If I was him I'd sue you right now for defamation... You're skidding on a very thin ice here IMHO...

Most deals/discussions are & should be kept in private. He has not defrauded you, he has not cheated you in anyway so if you have any IQ you'll just stop whining and move on...

It's in the interest of everybody to have this closed (NamePros aswell) all I'm trying to do is protect you because apparently you're acting so naive that you even posted the guys PERSONAL email & contact information (ever heard of Data Protection Act?).

I'm seriously surprised -RJ- is not involved in this thread.....

Comment #31

It would be interesting to see if Uri would see all the threads this guy has started about him warning people not to deal with him. If these pages show up in search results for Uri's name or company I would say he has a very strong case against you. Can you even prove any of what you say? He can certainly prove with this thread the damages and your blantant attempt to defame him. It might be time Uri got a heads up...

Comment #32

Well it's not ok to immediately retaliate by posting private stuff but I do see where you have a point though. Legally his offer would be binding as this would stick in an expensive lawsuit? I don't know..it would be hard to get money out of it.

What do you expect by pulling a stunt like this? Any domain that has a $1000 value or up I would not dare to sell outside an escrow or escrow alike middle party who both can trust. So before jumping of your chairs when an offer comes by redirect the person to a link where you trade domain on escrow. Ask him to confirm his bid there.

At least it will give you legal strength. Even then I had a case where a bidder offered a few thousand on adultmatch.biz through Afternic. He didn't came through and afternic gave me the bidders info in case I would follow up. But I didn't because it could cost me more to sue then it would turn over.

By the way are you sure it was this person on the phone? Or maybe his 16 year old son who was pulling your leg?..

Comment #33

Retaliate?.

I post a warning in the legal section..

A stunt? I wasn't even trying to sell this outside of an escrow service. You don't know everything.

Okay,.

Mods, please close the thread now (and remove). I got all the input I was looking for and more...

Comment #34

Apparently you either don't comprehend English in which case somebody should translate for you...

Above all the single most stupid thing you did is to disclose his PERSONAL INFORMATION to a public forum (count 1: data protection act). In addition you went on to WARN of people to avoid doing business with him and called him names (count 2: defamation). Do you have any idea what can/would happen to you if this thread is tracked?.

If you're looking for comfort or a place to bitch and whine do so via PM or to your friends NOT in a public forum with people you don't know. For all you know I might be the guy's lawyer.

Finally for "future" reference, warning threads should be created when you have a bad deal with somebody at NamePros... Not Walmart, not Wendy's and certainly not 3rd party that you've made an unsolicited offer to and he played a prank on you (aka levelled with you given the way you approached him).

Now let's FINALLY move on...

PS I see you have DNOA - something I will be raising with -RJ- is the "ethics" part of the DNOA members. If you were mature enough to deserve the DNOA you certainly wouldn't have handled this this way. IMHO shows that DNOA although perfect in concept is poor in execution given that *anybody* that pays $6.95 can become a member...

Comment #35

Although I don't think it was the smartest or wisest thing to do, it appears to me that information was probably just copied from another public website. I'm not sure that would qualify as disclosing private information in a public place, since it probably wasn't private in the first place. Still, it would probably be best not to post that much detail, and copying could conceivably be considered a copyright offense without quoting the source or better yet just linking to the source. Other than proving that the allegation was in fact the person named and not someone else, it sound like pretty much "facts" were given that are probably backed up for the most part. I'm not defending a post that is pretty much "sour grapes" from what may be a slightly naive or non-skeptical seller.

Live and learn. When someone takes the low road as the potenial buyer did, don't stoop to their level, but just leave be and go on. Even though the guy was a jerk for "joking" about the offer, you really can't make someone peform without a written conract, even though there is a legal basis for verbal contracts. Retaliation as this thread seems to be, only pulls you down to their level. Hopefully, lesson learned...

Comment #36

Umm, I thought the transaction was written down? (email is a form of writing, IE- proof of offer, concideration and acceptance).

Though legally, there can be a case here, is it really worth it? (Risk reward).

As far as posting, it is sour grapes, so the next step should be one of 2 things:.

1- Take him to court.

2- Drop it..

Comment #37

Folks, thread is not going to be closed (or deleted) at this time..

All involved, a little more tact would be appreciated; "Be polite" is one of the cornerstones of the rules of our li'l forum.

Next, just because there does seem to be some confusion:.

Scr's original email is an ad, or a "request for offers" as it would not lead a reasonable person to believe that the offer was unique and or could be concluded by an acceptance, save for the BIN that could not be effectively enforced via email..

The received response was an "offer" to purchase the domain for $7,500. Fairly straightforward; I see nothing to indicate any other material terms left to be discussed..

Scr's then emailing the offeror back was an acceptance of the $7,500 offer.

That is the basis of all contract law, and has been for quite some time.

For what it's worth, "intent" is a large part of many of the accusations flying around above, but as I feel no need to further incite the masses... Let's just say that we can all accuse each other of a great many things, but that doesn't mean it's correct.

Be polite.

-Allan I love AdoptableDomains (One of my favorite NP'rs), so I'll tweak (slightly) part of the above...

Doubtful that you can make him perform in any case... Specific performance is saved for when the injured party would be irreparably harmed by non-performance and there is no good faith-basis for the breach (Overly, overly simplified). Even if every witness in the world saw you agree to the above, you'd still be left trying to prove how you were damaged by his failure to purchase, and that creates a dangerous catch 22...

If the domain really was worth in the neighborhood of $7,500, then you aren't really injured because you still have something worth $7,500.

If it wasn't worth anywhere near $7,500, then you should have realized it wasn't a serious offer.

Not saying it wasn't, as my gut says the guy probably backed out after realizing he was greatly overpaying, but...

Anyway, just wanted to clear that up a tad... Of course, all of the above based on my limited understanding of the issues at this point...

Comment #38

The guy didn't pull out because he thought he was greatly overpaying he pulled out because it was never a serious offer to begin with..

Come on people, use your heads. No one offers double the asking price for a domain or anything else.

This guy was sent an unsolicited email for a product he didn't want with a ridiculous asking price. He replied with an equally ridiculous offer, no doubt expecting that the person who sent the email would see it for what it was, A JOKE OFFER.

Just because the OP is greedy enough to really believe this was a legitimate offer doesn't make it one..

No contract was signed and no agreement was formally made.

Time to let this one drop and a real life lesson learned. Don't spam and if an offer looks too good to be true, IT IS...

Comment #39

Is this some obscure Canadian law I'm unfamiliar with? Not a requirement that I've familiar with, iow. Do we know (Aside from the individuals response that he was "only kidding") what really was behind his original email?.

Honest questions.

-Allan..

Comment #40

What does "Canadian" have to do with it?.

Let's call it the law of common sense..

This person replied to a spam email. Where do you see any obligation?..

Comment #41

Jeez man how many times....

Contract law...

OFFER - I offer you my domain for $$$$.

ACCEPTANCE - yes, I want to buy it from you for $$$$.

CONSIDERATION - I offer $$$$ to buy it...

All of the above = binding contract law.

Be it verbal, implied, on a 27 page contract agreement, written on a cigarette packet or in reply to a spam email...

The obligation on the part of the buyer despite being irresponsible is that it's irrevocable and binding...

Whether anyone here thinks the domain was not worth the money or that it was ridiculous to think the acceptance was genuine is irrelvant....

Comment #42

Contract Law... I saw you were from there and didn't know if you were applying some local standard/statute I was unaware of...which does have it's place. But when 2 reasonable persons could differ on what sense is "common"... That's why we have an "impartial" measure by which to evaluate whether or not there has been a legally sufficient agreement formed.

-Allan..

Comment #43

There seem to be two threads in this discussion - (1) Can you form a contract via email, and (2) Was this guy kidding?.

Putting aside the specific circumstances, and looking at issue (1), if you send an email saying:.

"I am accepting offers to sell X".

And someone answers with:.

"I offer $$$ to buy X".

And you respond with:.

"I accept your offer".

Then you have a contract. Some people believe that having a contract requires signatures on a piece of paper and other formalities. Most contracts do not require that. If they did, then nothing would ever get done. Now, it may well be that the relevant jurisdiction imposes an obligation for a signed writing for contracts above a specific value, duration, or type of thing at issue, but if you don't believe a contract can be formed by exchanging emails under any circumstances, then the rest of the discussion here is pointless, but your belief is wrong.

Picking up Issue (2):.

Now, in the context of a particular contract, it is not a legal question as to whether or not someone can claim "I was joking" as a defense. That is a factual question, and not a legal question. The only relevant legal point there is that the person has to objectively appear to a reasonable person to be joking. "Contract law" doesn't tell you whether or not this guy was joking, or whether a court or jury would agree that he was objectively joking.

Finally, someone else said there are "no damages" in a situation like this. That's not true either. IF a contract is found to be formed, then a court can order the buyer to go through with the sale. The reason for that outcome is that a person might otherwise rely to his detriment on the accepted offer, by rejecting other offers while waiting for the buyer to perform. The seller might do other things, again to his detriment, on reliance that he would be receiving payment for the thing offered to be sold.

I can add to this whole discussion my personal experience at having accidentally bought a car this way. I kid you not. I had just started a job far away from where I had originally lived, and my car died on the way there. So I was renting a car and looking for a cheap used car. On my way in to work, I saw a junky old 1976 Scout in the parking lot. I mentioned it to a co-worker and he said it was his car.

He said, "I'll sell it for $700".

Still kidding, I said, "Would you take $500?".

He said, "Sure," grabbed my hand and shook it.

I know I was kidding, but nobody else in the room thought I was. So, to avoid ticking the guy off within the first few days of my job, I sat down, wrote him a check. He gave me the title and a set of keys, and I drove the sucker home.

Turned out to be a really fun car, though, and I junked it a year later for $250...

Comment #44

Jeez Man, thanks for the education..

I am going to pay you 1 million dollars for your information. Thank you so much.

OOOOOPs. I've just signed a million dollar contract and I can't cover it..

I guess you will just have to sue me.

See you in court...

Comment #45

I guess you can lead a horse to water......

Comment #46

LOL. I'll drink if the water has a little good rum in it...

Comment #47

I'm giving up on you in this thread, HH.

The above is to the point of being ridiculous...

Perhaps an offer, no consideration (Nothing negotiated over), and no acceptance.

Kindly remove chip from shoulder.

-Allan..

Comment #48

Maybe we should add a new ribbon to raise money to defend you LOL..

Comment #49

Spot on..

That was me that said the "no damages" in the thread above, and yes I was taking way too many liberties with some of my assumptions, but it's hard not to in a forum setting.

I was assuming that the short time that had transpired between the acceptance and the knowledge that the offeror no longer intended to complete the agreement would serve as adequate notice that any reliance would be unreasonable on the part of the seller. Albeit, I don't exactly have the timing down in this case. That coupled with the lack of authentication on the part of the seller (Large bid from an email address... might be reasonable to ensure the bid was from who he believed it to be... not necessarily, however), led me to believe that in this case reliance would/should not be an issue. However, we all know what assuming does...



Cheerio!.

-Allan..

Comment #50

What chip are you talking about?.

It seems to me that you are the one with a chip on your shoulder because you are unable to admit that you are completely wrong..

An email reply is not a contract. Period...

Comment #51

If you go by the letter of the law, yes. However, most judges and juries won't enforce conract law to this degree. If a written contract had been signed by both parties, or even if both parties had agreed to an escrow agreement at escrow.com, it would probably be enforced as it would be beyond doubt both parties were serious and intended to proceed. In this case, one party would say he was not serious and his offer was taken out of (sarchastic) context. I think most judges would probably dismiss this case without a finding for the seller or maybe some compromise settlement, unless they buyer didn't show up and a default judgement was made...

Comment #52

I am 100% behind HHDomains, I do not understand why so many people here stick up for a plain bloody spammer.....

Comment #53

Its not that they wont Mark, it's just that they can't.. The problem with contracts made outside of a drawn up / formalised signed piece of paper are two fold.. First up, in contract sales involving anything more than a simple "i sell you this, sold as seen..... I give you $$ for it.... Agreed" transaction, the subjective intent during the formation of the contract becomes more cloudy and judges / jury will find it harder to find for the plaintiff (claimant in the UK) when the material specifics are more than just a simple / straight forward transaction...

Second up, when contracts are not written and specific to the n'th degree, one party can simply say "no, I didnt say that"... Where in which case it would be difficult..

So like I say it s not the case that judges and juries wont enforce binding contracts it's just that sometimes they cant...

A few years back, I resigned from my employer and they placed me on immediate garden leave (for I was going to a competitor). Then, a few days from the formal end of my contract, my employer contacted me and said they'd like me to return to work to carry out a project. However, the project, in terms of how long it would take me to complete it, would have taken me past my final date of employment. My employer said if id not resigned, I would have been due a non contractural bonus of around 5000 they said if I work past this final date of employment to complete the project, they would in fact pay me this bonus.... I agreed.

Anyway, to cut a long story short, I did this work, they then renaged upon paying me and I had to take them to court.. They argued that the 5k was non-contractural and that no verbal contract was ever formed. The judge I'm pleased to say decided that in all probabilities (for thats all he had to go with the "my word Vs your word" scenario) was that is was unlikely I would have worked pro bono for my then ex-employer and so found that a contract was in fact formed and this then had to be binding.. ffs HH,.

A CONTRACT IS A CONTRACT EVEN IN AN EMAIL...

What the hell are you talking about? and how many more times do you have to be told before you get it....?.

So, want me to walk you through the 'offer, acceptance, consideration' thing one more time or do you wanna take another pop and make yourself look even more ridiculous than you do already by talking in terms of "seeing me in court" and using some irrelevant analogy.....

Comment #54

IMO just move on and forget about it, you sent him unsolicited e-mail and he might have taken it as spam and sent the offer to retalitate...

Comment #55

Well Badger,.

I'm quite sure that as his offer was above BIN, it was OBVIOUSLY simply a joke. If I received that email, no offense, but I would take it as a joke immediately. A joke is a joke, NOT a contract...

Comment #56

Rhett, you couldnt be more right... However, as John has said, two lines of thought prevail here - to the regular Joe in the street 'yes' most would take it as a joke. However, legally speaking (and despite how remote it is that it would ever go to court and / or get a positive result) what transpired in the discussions between thread starter and prospect formed the basis of a contract... despite certain personal opinion to the contrary..

And this summises the point those in this thread, those with even a modicum of contract law knowledge (JB excepted), are saying.. However, when those who dont appear to know their ass from their elbow spout complete untruths regarding their own version of law, this compels some (me included) to write further..

Yes this thread is ridiculous, yes it should have been over 2 posts from the start, yes I personally would have laughed if id received the counter offer and no I wouldn't have got upset about the alleged joke, but we are where we are and this thread is proving more as a 'basis of contract law' discussion than it ever was a "dont deal with this guy" thread.....

Comment #57

I hear a lot of chat here but I don't see a lot of proof..

Perhaps you could provide some sort of evidence that this was in fact a legal and binding contract. Please help us poor souls who don't know our asses from our elbows...

Comment #58

Badger puts it pretty well - you are mixing two issues.

1. Can a contract be formed by email:.

Since you cite to nothing, try reading an actual case where an email response formed a contract for 2.5m: http://www.legal500.com/devs/uk/co/ukco_024.htm.

For example, in the case of Hall v Cognos Ltd, Cognos Ltd (the company) had a strict policy concerning deadlines for reclaiming expenses. Mr Hall (H), having missed a deadline, e-mailed his manager requesting authorisation to submit a late claim. The manager replied by e-mail that the proposal was 'okay', but the company subsequently refused to pay the expenses and H brought a claim against it.

In legal terms, H's e-mail had been a request to vary the policy which formed part of his contract of employment. The policy provided that any variation to the contract must be 'in writing and signed by the parties'. The court held that the exchange of e-mails was 'writing' and that the printed name of the sender on top of the e-mail was a sufficient signature.

So you can quit with that nonsense about email not being sufficient to form a contract. If you want to cite to an actual case, that's fine. But you cite zero legal authority whatsoever.

Issue 2 deals with defenses to enforcement. THAT's where "I was joking" comes in. If the guy was joking, and it is objectively clear that he was joking, then he has a defense to enforcement of the contract.

The point is not "you can't form a contract via email". You clearly can, as contract law is extremely clear on formation of an enforceable contract when an offer and an acceptance are made by pretty much the same communication mechanism. The point is "under what circumstances is 'joking' a defense to enforcement. Clearly, quite a few folks here believe it was objectively apparent that the guy was joking. Whether or not this particular guy was joking is not a legal question. It is a factual question relevant to a defense against contract enforcement. In the context of a court proceeding, it is a sufficient question to put to a jury, but the case would not be dismissed out of hand on some theory of "you can't form a contract via email.".

Also, whether or not you can prove that someone actually sent an email message is not a legal question. Saying "you can't prove that was me" is not a legal argument. Email headers, SMTP server logs, and intermediate server logs answer that question all of the time in legal proceedings.

If you want to learn more about contract formation and email, you might consider any of the following: http://www.libertolaw.com/10-97.html Furthermore, a court might be required to divine a single agreement by referring to several or many email transmissions. If a court finds that there was no communication of assent to a common set of terms, it will rule that no contract was formed. If, on the other hand, the court's cut-and-paste exercise reveals a so-called "meeting of the minds" as to material terms, then the court will recognize and enforce the contract.

For your edification, in the context of a sale, "material terms" means (a) an identification of what is being sold and (b) a price. Contract law will fill in the mechanics of the transaction by ordinary custom and reasonableness in execution.

Most people don't realize how flexible contract law really is, because they believe it has something to do with wordy pieces of paper signed in stuffy offices. The reality is that contract law applies to zillions of transactions conducted via all sorts of means every day. http://www.cic.org.uk/activities/eBusP3.shtml.

There are various ways in which an e-contract can be formed. An offer and acceptance by an exchange of emails would form a legally binding agreement. Where a contract is formed by correspondence, the rule is that the contract is completed the moment the letter accepting the offer is posted (even though it may never reach it's destination). However, with instantaneous communications, such as telephone, the rule is that the contract is completed once acceptance of an offer has been communicated to the offeror (the party making the offer). The requirement of communication may in certain circumstances be satisfied even though the acceptance has not come to the offerors notice, such as being transcribed on to the offerors telex machine. If the same principle is applied to emails it could mean that the acceptance is effective when the email is received by the server that transmits messages to the offeror.

I would be surprised if you could find one attorney to say "you can't form a contract by exchanging email'. Go ahead and find one. Because the only interesting authority in this area deals with timing of acceptance and whether an acceptance is effective "when sent" or "when received". In the situation under discussion, however, there is absolutely no question that the acceptance was received, because after the acceptance, the offeror said he was joking.

If you want to believe the guy was joking, and thus has a viable defense, that's fine. But if you want to believe there is some general principle by which an exchange of email will not form an enforceable contract, then you are wrong, and you believe that principle at your peril. Show a single legal authority that agrees with you. Contracts can be formed on the telephone, by mail, by telegram, by fax, by telex... etc. What, in your mind, makes email correspondence magically resistant to the law of contract formation?..

Comment #59

Very good post jberryhill. I will digress..

I will still maintain though that while a contract can be formed via email, in this particular instance no binding contract was formed...

Comment #60

JBH unlike your story with the car the jokster didn't ever string along the seller past his first joke remark. If he had said...ok sure $7500 where do I send the money...that's another thing. As you say any objective person seeing this as a joke would make it so. Personally..I see this as a joke and I feel I am an objective person. I think a jury would see the same.

Would this below be a contract? Contracts can be done via email, voice, phone, and all sorts of way that's true. But this was a joke. Simple as that. When the seller called him the guy simply laughed. The seller while upset should simply have moved on. I don't see any remarks from you addressing the legalities of the seller posting this thread.

I know if I was Uri I would be seeking legal action...

Comment #61

I wonder sometimes whether people actually read the posts.. Or maybe they just cant comprehend the words written there-in...

Firstly, 2 issues here people ok, as John says, dont get them mixed up....

1. Point of law - Was there a formation of a contract between the parties?.

2. Point of fact - Was the buyers offer clearly a joke thus making the contract unenforceable..

The two are not connected so please dont keep saying "it was a joke so it is not a contract" - this is untrue....

Secondly, if you think you could even possibly sue for defamation of character based upon anything the thread starter has written, then stand behind him in the "ive no chance of winning" federal court new actions suite... posting publically available information or stating facts of a negotiated sale holds no water in this area.

Thirdly, and this is a general comment, has anyone here ever walked into a solicitors (sorry Attourney's) office seeking legal advice and when they receive said advice then go on to say "No, sorry youre wrong...."....

Comment #62

Nobody's arguing about that. Okay, I'll bite. What's wrong with posting the thread? There's some law that says you can't post a story about things that happened in your life, and you can't identify the people involved? The OP didn't think so, and he's as entitled to his opinion as you are to yours. The point is that saying "it's a joke" is a defense to contract enforcement, which has it's own rules.

The "joke" defense is not what lawyers call a "favored defense".

The best way to describe what's going on in this thread is here: http://www.scu.edu/law/FacWebPage/Ne...repDuress.html In assenting to a bargain, one party may be serious and the other, unbeknowst to the first, may be joking. Problem.Dispute.T-Shirts and Leonard v. Pepsico describe two actual recent disputes of this sort. This type of dispute is typically analyzed by asking whether or not a contract was formed in the first place rather than asking whether the contract is voidable for mistake. Where Party A is joking and Party B is not, the common law provides that the contract is formed unless Party B knew or had reason to know that Party A was joking. Comment c to R.2d Contracts 18 states this rule another way: "If one party is deceived and has no reason to know of the joke, the law takes the joker at his word.".

Now, look at the part I have bolded above. In order to claim a contract void on the basis of a joke, you are not denying that the communications would otherwise not have formed a contract, but you are looking to a narrow exception to void a contract that was made. Maybe that's why my point here keeps getting lost - the joke defense is a way of saying, "Yes, a contract was formed, but it shouldn't be enforced because...".

In other words, to even use "I was joking" as a defense, you have to first admit that the communications would otherwise form a contract. You don't say "It was a joke, therefore there was no contract.".

Do you see the difference?.

It's like the old joke...

"Who was that lady I saw you with last night?".

"That was no lady, that was my wife." You'd be amazed... You'd be absolutely amazed... by what some people do.

I was contacted by a guy who wanted to know if he could solve a legal problem by doing X, and would I represent him. I explained that, in my independent professional opinion, doing X would not work, and he might want to try doing Y instead.

He calls me back two days later and says that he spoke to another lawyer who said that doing X would work, so would I go ahead and do X for him. He seemed sincerely miffed at my next piece of advice, which was, "Take out your checkbook and right a check to the other lawyer.".

I mean, good golly, if you look at lawsuits - one side wins and one side loses. Both sides usually have lawyers. So, there's objective proof that lawyers are "wrong" half of the time! People make offers above asking price all of the time. If anyone here has ever seen a bubble market in real estate, it sure as heck happens.

Why does anyone think stock prices go up or down? It's all based on differences between bid and ask.

Don't get me wrong, I have no opinion on the ultimate issue here. But the mere fact that the bid was above the ask doesn't have "joke" in flashing neon lights written on it.

Humor me for just a moment, and click on this: http://www.google.com/search?q=%22above+asking+price%22.

My advice: don't become a real estate agent.

Looking at the OP: You can think he was naive, stupid, greedy, or whatever, but those are precisely the circumstances under which a motivated buyer will bid above the asking price. It happens...

Comment #63

So should the seller have known that it was "obviously" a joke?.

1-2 Corbin on Contracts 2.13.

Expressions in promissory form that are intended only as a jest or a banter and that either are in fact so understood or would be so understood by a reasonable person are not operative as either an offer or an acceptance.14 It is otherwise, however, if the jesting element is so well concealed that the expression is reasonably understood to mean what it appears to mean.15 The same may be said with respect to statements made as mere bluster and braggadocio.16 These, too, can be binding promises if the promisor's state of mind is disguised from the promisee.17.

Chiles v. Good, 41 S.W.2d 738 among others:.

The stockholder and the banker engaged in a conversation about the stockholder's stock. The banker inquired what it was selling for and the holder answered. The banker, allegedly in jest,told the man that he would sell his stock for more than double the going rate. When the stockholder brought this action to enforce the alleged contract, the trial court directed a verdict for the stockholder. On appeal, the court reversed the judgment of the trial court. The court held that, when reviewing a directed verdict, if the jury could reasonably have differed as to the conclusions to be drawn from the evidence, the matter should have been submitted to the jury as a question of fact.

You Asked for It, You Got It.Toy Yoda: Practical Jokes, Prizes, and Contract Law.

3 Nev. L.J. 526.

For what seemed to be a simple contract dispute, Berry v. Gulf Coast Wings Inc. 1 garnered an unusual amount of attention in both the legal and popular press. 2 Former Hooters waitress Jodee Berry sued her ex-employer for breaching it's promise to award a new Toyota to the winner of an April 2001 sales contest. Berry alleged that her manager, Jared Blair, told the waitresses at the Hooters where she worked at the time that whoever sold the most beer at each participating location during April 2001 would be entered in a drawing, the winner of which would receive a new Toyota. As the contest progressed, [*527] Blair allegedly told the waitresses that he did not know whether the winner would receive a Toyota car, truck, or van, but that she would have to pay any registration fees on the vehicle.

He proceeded to blindfold her and lead her to the restaurant's parking lot. Waiting for her there was not a Toyota car, truck, or van, but a doll of the character Yoda from the Star Wars movies a "toy Yoda." Blair laughed. Berry did not. Berry sued for breach of contract and fraud. Hooters answered that Blair was only joking.

6.

(etc.).

FEATURE: BEWARE OF THE DARK SIDE OF THE FARCE, 10 Nevada Lawyer 15, 2002.

(Read the article in it's entirety if you're interested).

-Allan..

Comment #64

This is good stuff to read. Well worth the topic being started simply to get a good understanding not to joke around with offers...

Comment #65

Bingo.

Courts are a lot of things, but jolly places with a good sense of humor they are not.

The "toy Yoda" lawsuit mentioned above is a perfect example. If you kid around during contract formation, the odds in favor of a court appreciating your humor is very, very low. That's the real kicker here, Allen. The better your sense of irony and dry wit, the worse off you are going to be. It's the "smart aleck" rule of contracts.

If you need further warning, in the context of domain disputes: http://arbiter.wipo.int/domains/deci...2002-0093.html.

As to the assertion by the Complainant that the Respondent sought to sell it's domain names for "one million dollars", the Respondent asserts that this was merely done as a joke by way of a sarcastic response to their "ridiculous and insulting offer that we sell them our business and the ten months of labour we put into it for one thousand dollars ($1,000) or succumb to their bullying and threats http://www.arbforum.com/domains/decisions/96279.htm.

Respondents claim that the linkage of the websites to competitors was a "joke" is not believable, nor was the designation "FOR SALE" placed on the website by Respondent excusable.

Games should not be played in this arena, and the proposed offer to sell the domain names can only be considered as serious, particularly since Respondent had sold other domain names he had registered.

"The court finds... Ha, ha, ha, ha... you lose. Next?"..

Comment #66

Okay, what is "spam"? Here are a couple difinitions with some keywords bolded by me.

Answers.com has this definition: Mirriam Webster Definition: Dictionary.com definition: To some spam is simply "unsolicited commerical email". However, that is pretty much not accepted and would rule out legitimate "cold call" attempts to do business with someone new. Even the US Congress has decided this in the few spam laws that have been made. Sending large numbers or sending indiscriminately to people who likely have absolutely no interest is currently where the line is now drawn.

If someone has researched potential customers and qualified them as at least somewhat likely to have an interest, then I don't think it meets the currently accepted definition of spam. Many people in the industry do this, and I have myself in the past. However, you do need to be carful to be selective, send individual emails or at least keep the numbers down. Most hosting companies don't consider an email even if unsolicited to less than 10 email addresses or so as "spam" to the point they would cut them off. Also, there is the possibility that someone who didn't want the message could report it as spam under their own definition...

Comment #67

Really.... every potential client who writes to me is sending an "unsolicted commercial email".

Every person who writes to you and asks whether one of your domains is for sale is sending an "unsolicited commercial email".

There's a big difference between "cold calling" and sending out a hundred emails per second for penis enlargement pills. I did, however, finally get my wife to stop sending me those emails.....

Comment #68

I only have one word to describe this whole "discussion". WOW.

For the "kids" around here, you're learning a great lesson. Don't take this for.

Granted...

Comment #69

Dave... thank you for saying it... it saves me from doing it.

EDITED: I had more to say, but it seems like people would rather fight than actually learn anything.....

Comment #70


This question was taken from a support group/message board and re-posted here so others can learn from it.

 

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