• FreeAdvice has a new Terms of Service and Privacy Policy, effective May 25, 2018.
    By continuing to use this site, you are consenting to our Terms of Service and use of cookies.

E-mail = Contract?

Accident - Bankruptcy - Criminal Law / DUI - Business - Consumer - Employment - Family - Immigration - Real Estate - Tax - Traffic - Wills   Please click a topic or scroll down for more.

cushie26

Junior Member
Hi, I was wondering if anyone could shed a little light on my situation. Any comments are very much appreciated.

I own a small business manufacturing and wholesaling products. I have a company with whom I have been doing business for almost a year. Their buyer and I had a great relationship and she would e-mail me orders and then follow up with a purchase order from her accounting department as a formality after we had agreed on order size and delivery date.

In December, she placed a rather large order with me for delivery in January. This order was huge by my standards and I had to order extra inventory to cover the order. We agreed on quantities and delivery date and she would follow up with a purchase order shortly. She always had me start on orders before I received the PO because her accounting department was always slow with the paperwork and she wanted her goods on time. (Bad mistake on my part, in hindsight)

So, I ordered all the materials, and began on her order. In the meantime, a week or so went by and I followed up with her. She informed me that her company had instituted a new policy capping the dollar amount on purchase orders but not to worry because we could just split the order into several purchase orders. More time goes by, with no PO and I start to worry.

A few more weeks go by and the buyer contacts me to tell me she is no longer with the company but gave me the new buyer's contact info. I immediately let the new buyer know that we had these outstanding orders and she seemed to want to work with me on getting the product shipped to them. However, a few more weeks go by and now the new buyer is trying to tell me that they don't want the product originally agreed upon.

My question is this: Is the original e-mail from the first buyer considered a contract? Do I have any legal standing in pressing the issue with them? Or am I out of luck because they never issued an official purchase order for the goods?

Your expertise and advice are very welcome. Thanks in advance.
 


asiny

Senior Member
My question is this: Is the original e-mail from the first buyer considered a contract?
No.
Do I have any legal standing in pressing the issue with them?
No.
Or am I out of luck because they never issued an official purchase order for the goods?
Yes.

And to expand, and add to Proseguru: it was your decision, as the supplier, to begin an order without a legal PO from the purchaser. You had come to 'expect' a PO would follow an eMail order request- and, ultimately, decided to go ahead and manufacture the order.

The purchaser is not obligated to honor the eMail request made- as the company never identifies a purchase until a PO is made... regardless of what 'great relationship' you had developed with your POC.
 

BryanP

Junior Member
No

It's not a contract. . In this case the email cannot bind the first buyer and does not qualifies as a contract.
 

Mass_Shyster

Senior Member
Three responses, and nobody mentioned "Ordinary Course of Business Between Merchants" as defined in the Uniform Commercial Code.

Amazing.
 

tranquility

Senior Member
While it is always good to issue spot, the forum does not need to mention things they feel will be unsuccessful.

What facts indicate that would be a successful issue? I assume you mean course and dealing in 1-205? How is that going to affect formation here?

This is an extraordinarily large order the OP was told the buyer needed to get a PO on first. The OP was concerned about this.

I'd focus more on:
I immediately let the new buyer know that we had these outstanding orders and she seemed to want to work with me on getting the product shipped to them. However, a few more weeks go by and now the new buyer is trying to tell me that they don't want the product originally agreed upon.
 

Find the Right Lawyer for Your Legal Issue!

Fast, Free, and Confidential
data-ad-format="auto">
Top