• 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.

changing description in 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.

neptune4

Junior Member
What is the name of your state? ny

i recently entered into an agreement via email as a seller.

I was going to sell a vintage bicycle for a a few thousand dollars.

In email correspondence with the buyer previously i was told that i had a replica on my hands

he specifically stated "a replica like yours"

I i got a deposit of $1000 via paypal which i initially stated i didnt want via paypa, but i guess? I accepted by literally saying "do it up" doesnt sound like very binding terminology.

Well a few days after the money went through I got an email from the builders son saying that this was a bike built for a professional team in the early 70's , hence not a replica like I was told .

This changes everything , its not what i agreed to sell. Its a peice of history and I decided I didnt want to sell it. i refunded their thousand dollars and was honest about the reason.

Usually there is a sense of comradery amongst collectors as far as ive been aware .

I also stated that I needed a couple days to think about it.

I immediately received an email stating that it was a contract? and I would be sued.

No more thinking about I didnt want to deal with this person any further .

i was threatened with punitive damages and breach of contract and "more in legal fees that I could pay"

It then turned to threats including putting my address in one email assuring me that he knows where i live.

The guy has been throwing insults and threats at me constantly and ive warned him to stop harassing me .

I told him that he misrepresented what i had and now it was not a replica that i was selling.

He then stated he never said that, so I emailed him a copy of the exact email , which stated just that .

Aside from lying to me and attacking my character what legal action can i pursue if he does sue. can I counter sue for harassment and the stress this has caused myself and my wife.

What can he sue me for . as best I can see one way for a seller to get out is "there was a misrepresentation by the purchaser, maybe the fact that I never sign my emails or the fact that I dont beleive my real name appears on my email acct. My paypal obviously does.


Does this email appear to be a binding contract ?

Ive also seen that changing circumstances can allow for teh seller to back out.

I am not happy about this at all and the internet clearly shows that buyers are usually protected.

I also decided to keep the bike for myself ,not for more dollars. although this new description makes it worth far more and exceedingly rare .

I would appreciate any help and if this goes further i will personally seek counsel. i have so far got legal councel through a friend who was riding with a lawyer a few days ago and says he doesnt have a case?

Oh, and ive been threatened several times about how much money he has and how fun this will be for hs lawyer. i know his occupation and dont doubt the money . i think one thing was "i pay more in tips ina week than you make ina month"

I dont want to go through the hassle of court, 2 different states . Also when I said will let others know in our group of collectors via forums about his pushing he threatened me with slander and libel. What if its all true and I just paste all of my emails between us in a thread ?

How binding are emails?
 


BoredAtty

Member
Binding contracts can certainly be created through emails, and based on the info you provided, it does seem like a contract was formed.

Ordinarily, when a seller breaches a contract, a buyer can purchase a substitute item and successfully sue the seller for any difference in price (assuming the similar item costs more). However, when the item is rare or unique (possibly like your bike), a buyer may be able to legally force the sale because reasonable substitutes aren't available.

If sued and the court finds that you breached the contract, you may be able to argue that the contract should be rescinded because of the mutual mistake.

But, according to NY courts, "[w]hile mutual mistake will justify rescission where the mistake exists at the time the contract is entered into and the mistake is substantial, it may not be invoked by a party to avoid the consequences of its own negligence." P.K. Development, Inc. v. Elvem Development Corp., 640 N.Y.S.2d 558, 226 A.D.2d 200 (N. Y. A. D. 1 Dept., 1996).

Just based on what you shared, I think you'd have to hand over the bike for the negotiated price.

EDIT: I should have added that if there was a unilateral mistake (i.e. the buyer actually did know the history of the bike and tried to take advantage of you), you may be able to rescind the contract for that reason. After rereading your facts I realized there is some reason to believe that may have happened.
 
Last edited:

neptune4

Junior Member
curious about this

the party seeking rescissionary relief must "promptly," upon discovering the facts entitling him or her to rescind, restore to the other party "everything of value" received under the contract or offer to restore the benefits received "upon condition that the other party do likewise" . . . unless the other party "is unable or positively refuses to do so." [Ca Civil § 1691(b)] This restoration of benefits accomplishes the ultimate purpose of rescission--i.e., to return the parties to their precontract status quo positions. Thus, in a real property purchase and sale transaction, a rescission normally requires the buyer to return the property (title) to the seller and the seller to return the funds received from the buyer.

I did return the buyers money the same day I found out the facts about the bike .

This guy is a collector and has over 100 bikes and has been at it for years. I have been at it for a little over a year . Are the emails that i have received in the few months of our relationship all admissive in court. The last week have all been threats and insults.

On his tirade he just emailed me that I will need to have $5000 to cover his legal expenses and $10,000 in damages. Im sorry but what damages?


I really want this to go away and more there is no way to complete an agreement of someone picking up a bike at your house who says "i'd kick your A** but ill let the courts do this"

Do I have any rights to file a civil suit against him for harrassment and what must I do to rescind? Although I would hardly call me saying "to constitutre contract terminology"

I am getting mixed answers from people whether this guy has a case or if he's trying to scare me . He's seriously getting psycotic.

What is my time frame for this to fadea way or for me to act?

Thanks for your responses . I am just waiting for a friend of a friend lawyer to get back to me .

Are there any damages he could be awarded and any judges crazy enough to award some guy with an obvious vendetta and over 100 bikes . I am basically being bullied into selling something , If I would have been aware that emails are binding contracts , I would have made provisions for my own protection. If the buyer came to pick it up and decided it wasnt what thought in photos . Where would I be then . I could see it happening. Also when I first offered the bike I said that he had to see it because I did not want to end up with the shaft.


Lastly is it possible for me to paste my email correspondence on this site for your consideration. Its about 2 months of short few sentance emails .

I am starting to want to fight this on principle.

Where would this take place since i live in NY and he lives in Boston?
 

You Are Guilty

Senior Member
Binding contracts can certainly be created through emails, and based on the info you provided, it does seem like a contract was formed.

Ordinarily, when a seller breaches a contract, a buyer can purchase a substitute item and successfully sue the seller for any difference in price (assuming the similar item costs more). However, when the item is rare or unique (possibly like your bike), a buyer may be able to legally force the sale because reasonable substitutes aren't available.

If sued and the court finds that you breached the contract, you may be able to argue that the contract should be rescinded because of the mutual mistake.

But, according to NY courts, "[w]hile mutual mistake will justify rescission where the mistake exists at the time the contract is entered into and the mistake is substantial, it may not be invoked by a party to avoid the consequences of its own negligence." P.K. Development, Inc. v. Elvem Development Corp., 640 N.Y.S.2d 558, 226 A.D.2d 200 (N. Y. A. D. 1 Dept., 1996).

Just based on what you shared, I think you'd have to hand over the bike for the negotiated price.

EDIT: I should have added that if there was a unilateral mistake (i.e. the buyer actually did know the history of the bike and tried to take advantage of you), you may be able to rescind the contract for that reason. After rereading your facts I realized there is some reason to believe that may have happened.
I tend to agree with your analysis except for one sticking point - we don't know if the OP is int he 1st Dept (I have a vague recollection the others do not all follow the same rule).

Neptune - you're citing a California code. That holds no weight in NY.
 

BoredAtty

Member
I tend to agree with your analysis except for one sticking point - we don't know if the OP is int he 1st Dept (I have a vague recollection the others do not all follow the same rule).
Hmmmm...to be honest, I'm not sure. The case I quoted seems to mirror the common law rule, though, doesn't it? I would assume all of NY would follow that rule. I don't have time tonight, but tomorrow I'll see if I can find a few other cases (actually the case I quoted cites about 4 or 5 cases, but I cut them out to save space and make it easier to read).
 

You Are Guilty

Senior Member
Hmmmm...to be honest, I'm not sure. The case I quoted seems to mirror the common law rule, though, doesn't it? I would assume all of NY would follow that rule. I don't have time tonight, but tomorrow I'll see if I can find a few other cases (actually the case I quoted cites about 4 or 5 cases, but I cut them out to save space and make it easier to read).
I'm at home and don't feel like logging into my office computer to get Westlaw access, so based entirely on my really old bar-test prep haze, I think it was the 3rd Dept who differed. (Sometimes it seems the upstate courts disagree with the 1st just out of spite.) On the other hand, if there is a disagreement amongst departments, there's a decent chance there's a Court of Appeals case out there to get the definitive answer from.
 

neptune4

Junior Member
clarification

i thank you for your replies but im not understanding what the 1st and 3rd mean. Im so tired of dealing with this guy that im ready to sell just to shut him up. i really dont want to do this and from the emails I received he is a disgusting human being .
 

You Are Guilty

Senior Member
i thank you for your replies but im not understanding what the 1st and 3rd mean. Im so tired of dealing with this guy that im ready to sell just to shut him up. i really dont want to do this and from the emails I received he is a disgusting human being .
Sorry - what county in NY do you live in?
 

neptune4

Junior Member
kings county

kings county brooklyn ny

i just emailed him and told him to take the bike at that price but he must pay to have it shipped because there is no way he is coming to my house and that he must pay the paypal fees because i said cash. Its really sad . not the bike that is clearly worth a ton , but that this would even exist . Ive never been sued before and nobody seems to know if its possible . Now what if this guy denies my offer ?
 

BoredAtty

Member
Ive never been sued before and nobody seems to know if its possible .
Of course it's possible, and as I previously indicated there is a very good chance you'd lose. You breached a sales contract, and the buyer has been damaged. The emails will be admitted to prove the contract terms and your acceptance of them.
 

neptune4

Junior Member
even though

Even though I have emails that the buyer lied in to get what he wanted . Then later in an email denied it completely. Now that I ve offered to just go through with it . he must accept correct. There were no damages to begin with. Now ive told him he can buy teh bike for the price and if thats what he really wanted he'll do so. Im pretty sure he's enjoying this. The only difference being that He cannot come to my house to collect for obvious reasons .

Now what if for some reason he says no?
 

You Are Guilty

Senior Member
I'm going to waver a bit on my earlier response. I've spent a few minutes going over the cases to see what the Court of Appeals thinks, and here's a decent summary (cites omitted):
428 N.E.2d 382 said:
Specific performance may be denied for mistake even though the mistake is the defendant's own act or omission for which plaintiff is not in the least responsible ... However, when the mistake is the result of defendant's own carelessness, not contributed to by conduct of the plaintiff, specific performance will be denied only in a case “of considerable hardship, or ... when plaintiff must himself have been aware of the mistake”.
So there's problem #1. Problem #2 is, at least in the few cases I've seen, they all seem to be dealing with real estate transactions (and usually with requests for specific performance). I do not have time to check some more to see whether the reasoning only holds true in R/E deals or whether there is a case extending it to personal property, so until I do, I'll waffle a bit and say the OP might have a valid mutual mistake defense.

Of course, even if it exists, we're now into such a technical defense that I have my doubts that a small claims arbitrator would listen to it, much less actually understand it. :D
 

Find the Right Lawyer for Your Legal Issue!

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