b'Gary\'s Corner Electronic Contracting 101 GaryMRCA Legal Counsel Auman, W Ipresented aoveron electronic contracting, conwritten communication. Ifmail you anRFP,requesting you to henrecentlysessionI tractors expressed concernhow the procedures for negotiat bid on re-roofing my office building, and y0u send me a proposal ing and finalizing contracts have changed with the advent of e-mails,with ato do the work, Iaccept your offer with a pricecanwritten social media, and other forms of electronic communication. The moreIacceptance letter. Under the "mailbox rule," an acceptance is researched electronic contracts, the moreIaware that many conbecameeffective the moment the acceptance is sent,when a eitherwritten firmcommunication is dropped in aor when aclicks tractors no longer have agrasp on the basics of contracting. Let\'s bemailboxperson ginwith the basics-the three requirements for contracts."send" on an e-mail. The OfferConsideration The offer conveys the intent to contract. Under common law, the basicConsideration can be anything the parties have negotiated, including test to determine the legality of an offer is to determine whether amoney. It is the "this for that." The $25 that Iyou to mow my lawn paid reasonable person receiving the offer believes that by agreeing to theis consideration for you performing the act that you were contracted to offer he has created aIoffer to sell you my car, but notperform. contract.can include aon that offer because the carvalue. That is a priceitself hasBut consideration can take many forms. It can beor performance legal offer.doing something required under the agreement. It can be forbearance However, ifoffertoperform asuch as putting aroof Iservice,newonor not doing something you have aright to do in exchange for legal paintingsomething.Itbe ato perform or aforbear, in your house oryour house, it is not considered an offer under canpromisepromise to the law because, to have aoffer, there must be afor the validpricewhich you promise not to do something that you could do in the future. service.Often, we see forbearance language in settlement agreements, such The advertisement, "Black Friday Doorbuster Sales," which is meantas when you terminate an employee and that person sues you over the to sell items on the Friday after Thanksgiving, is not considered a legaltermination. You and your former employee settle the lawsuit for a offer because itnot indicate aquantity and price on items doesspecificnegotiated amount of money.Aspart of the settlement, the employee theagrees never to apply to work with you again. In this case, the employee and is not an offer thatconsumer can choosetoaccept. However, legalis receiving some consideration for agreeing not to do something that an example of aoffer is when your local hardware store advertises thathas three lawnmowers for sale, at $400 each, to the first three ithe would otherwise have aright to do in the future. legal customers who buy them.Sometimes, contracts are only valid ifexistence of the contract the Typically, listing ais not considered an offer, unless the price quotecan be proven.Anexample of this may be seen in asbestos cases in price quotation is in response to ainquiry. Iftell you I specificIwouldwhich written insurance policies providing necessary coverage can pricedate back decades. Most insurance companies do not retain copies of like to buy your classic 1963 Volkswagen, and you give me aof $2,000, then you have made an offer to sell your Volkswagen for $2,000.insurance policies written many years ago, and they resist providing Accepting the Offercoverage of any kind unless you can produce the insurance policy. To address this concern is the statute of,that You must understand that an offer to contract can only be accepted byfrauds which requires the person with whom the contract is intended For example, you lostcontracts with the following types of consideration be in writing: goods costing more than avalue; real estate; services that cannot be your dog and posted athat offers$100for its return. Someonespecified sign performed within 1and, in some states, leases of goods where the finds your dog, sees your address on the dog tag, and returns the dog toyear; you without having seen your reward offer. Because that person has notlease payments total more than $1,000. In our industry, ifin ato roof or reroof a accepted your offer of ayou do not owe him$100.you get involvedcontract reward, Acan be accepted in several different ways, including bybuilding that may take more than 12 months, you may want to get that contractpe1formance. Ifpersonfound your dog had seen yourcontract in writing. thewho poster and intentionally looked for and found your dog, checked itsMidwest Rooferwill In my nextcolumn, Idiscuss how the Uniform tag, and returneditto you, then that person would have acceptedstatute Electronic Transaction Act, awhich has been accepted or adopted your offer by performance. Under this circumstance, ain 47 states, impacts contracting when electronic communications are written orinvolved. verbal acceptance is not required. promi93pe,jmm.make}oo$25roo.vmyYouatoIan offerdtolawn.promise MRCA Legal Counsel Gary Auman is director at,& )Omvillitthenextmorningat 11 amfurthe$\'25 ofrereiDunlevey Mahan doYourpranreoonsti PunyDayton,OH.He can be reachedGW!@dmfdayton.com tutes are{1ing myto$25mow myhave ainat offerpay}OOtolawn.\\~rontract.or calll.888.MRCA.LAW 18www.mrca.org- Midwest Roofer'