Contract Based on Exchange of E-Mails Valid Where Material Terms Included in the E-Mails

On October 15, 2020, the First Department issued a decision in Lembo v. Rosania, 2020 NY Slip Op. 05816, holding that a contract existed based on an exchange of e-mails even though non-material terms of the agreement were left for later negotiation, explaining:

The court properly denied dismissal of plaintiff's breach of contract claim. The purported agreement, contained in emails between the parties setting forth the compensation that plaintiff was to receive in exchange for his services, is not rendered unenforceable simply because certain nonmaterial terms were left for future negotiation. Defendant also failed to establish that the statute of frauds barred plaintiff's right to enforce the parties' agreement because, among other things, it was capable of being performed within one year.

(Internal citations omitted).

In New York, a contract need not be in writing. However, whether oral; embodied in an exchange of e-mails, like the alleged contract discussed above; or in a full, formal written document, to be binding a contract must contain the material terms of the agreement. Contact Schlam Stone & Dolan partner John Lundin at jlundin@schlamstone.com if you or a client face a situation where you are unsure how to enforce rights you believe you have under a contract.