3 ms·

As long as the email isn't as fully formulated as an actual contract I usually tend to see them more as a declaration of an intent that isn't 100% fixed yet and

by rb2k_ 14y ago

As long as the email isn't as fully formulated as an actual contract I usually tend to see them more as a declaration of an intent that isn't 100% fixed yet and is missing some of the details. (such as: you won't get it after you decided to quit and work somewhere else). That's usually the nice thing about startups, you don't have to fill out gobs of paperwork and have hours of meetings to get these small perks figured out, it's more of a "good will" thing imho. But I guess I just have a different opinion when it comes to things that don't have 2 signatures at the bottom of them.

chasing 14y ago
My understanding, rb2k_, is that if I make an offer for compensation in return for a service, and you then go perform that service, then we've made a contract. I "signed" my name by making the offer. You "signed" your name by accepting and completing the service. We've both acted out of free will and we've had a "meeting of the minds." If I back out and try to avoid paying you, then I have broken this contract. Think how many things in our society would break down if this wasn't the case.
scott_w 14y ago
There are four elements of a contract: Offer - "Have $10k for referring employees." Acceptance - "Here is an employee." Intent - "Have $10k" Consideration - "$10k" -> "refer employee" The OP's case is even stronger if he sent an email back saying "Thanks for offering $10k! I have a friend who would be interested!" as that is clear acceptance. Signatures aren't needed (there's plenty of case law around). Courts are more likely to get involved where money is involved, as that shows firm commitment to a contract. I am not a lawyer, this isn't legal advice, of course.
koeselitz 14y ago
I agree that a lot of this stuff is informal, especially in the startup world. However, as far as actual legal implications go, this counts as a contract. It would even count as a contract if it were spoken; verbal contracts hold as much legal weight as paper contracts. I think we all value the relaxed atmosphere in smaller tech companies, but it's very much worth remembering, I think, that emails like this have weight, and promises are promises even when the company is small. There's a certain level on which we have to maintain professionalism even if we're small and dynamic.
pavel_lishin 14y ago
> As long as the email isn't as fully formulated as an actual contract I usually tend to see them more as a declaration of an intent that isn't 100% fixed yet and is missing some of the details. Does this mean I can ignore these four e-mails from my boss that formulates his intent for me to work on X and Y, and skip on off to work on Z instead?
smsm42 14y ago
Most contracts in practice are informal. When you buy an ice cream from a street vendor, there's an informal contract - you give him money, he gives you ice cream. If you take ice cream, eat it and then say "I'm not feeling like giving you money now" - it would be stealing, and you can't claim "I did not sign anything, so I am entitled to think that was just a gift". If you tell employee "do this and get $10K" and he does and you say "well, I'm not feeling like keeping my end of the bargain now" - it is no different. It is harder to enforce, but that's only difference that lets all kinds of sleazy characters get away with it. If you don't mean to give $10K - don't promise it. Nobody forces anybody to promise it. If you do promise - fulfill your promise. It's very simple, I wonder how people can have trouble with it - unless they meant to cheat at the first place.
jellicle 14y ago
> But I guess I just have a different opinion when it comes to things that don't have 2 signatures at the bottom of them. Well, your opinion is certainly different than the judiciary's opinion of what constitutes a contract, for sure. A contract need not be written (usually, some exceptions apply). It need only be clear and agreed to by both sides, have some consideration involved and not be against public policy. If you as a startup owner promise people even verbally that referrals get a bonus, you're creating a binding contract if anyone accepts it. In this case it appears it was written down, which is pretty much a slam dunk for the employee.
zem 14y ago
what you don't realise is that this sort of thing jeopardises the very "nice thing about startups" that you are (rightly) approving here. if the idea that you couldn't rely on someone's word seeped into the startup culture, people would start getting a lot more insistent on i-dotting and t-crossing, and pretty much no one would benefit from the concomitant rise in hostility.
aqme28 14y ago
Do you realize how diametrically opposed your two points are? If an agreement is legally worthless unless it is formally stated, then all agreements will quickly become formally stated, and will devolve into "gobs of paperwork and hours of meetings." If informal agreements are considered contracts (which they legally are), then the startup (or whatever) won't need all that formal processing.
deleted 14y ago
[deleted]
veemjeem 14y ago
http://www.lplegal.com/publications/articles/when-email-becomes-binding-contract http://www.lplegal.com/publications/articles/when-email-beco... According to this legal source, the only way to prevent your email from being a contract is to "recite in the e-mail that there is no intention to create a contract, except pursuant to a separate written agreement." Also, you better change that opinion of yours, or else you might get caught in hot water yourself!

by rb2k_ 14y ago

chasing 14y ago

My understanding, rb2k_, is that if I make an offer for compensation in return for a service, and you then go perform that service, then we've made a contract. I "signed" my name by making the offer. You "signed" your name by accepting and completing the service. We've both acted out of free will and we've had a "meeting of the minds." If I back out and try to avoid paying you, then I have broken this contract. Think how many things in our society would break down if this wasn't the case.

scott_w 14y ago

There are four elements of a contract: Offer - "Have $10k for referring employees." Acceptance - "Here is an employee." Intent - "Have $10k" Consideration - "$10k" -> "refer employee" The OP's case is even stronger if he sent an email back saying "Thanks for offering $10k! I have a friend who would be interested!" as that is clear acceptance. Signatures aren't needed (there's plenty of case law around). Courts are more likely to get involved where money is involved, as that shows firm commitment to a contract. I am not a lawyer, this isn't legal advice, of course.

koeselitz 14y ago

I agree that a lot of this stuff is informal, especially in the startup world. However, as far as actual legal implications go, this counts as a contract. It would even count as a contract if it were spoken; verbal contracts hold as much legal weight as paper contracts. I think we all value the relaxed atmosphere in smaller tech companies, but it's very much worth remembering, I think, that emails like this have weight, and promises are promises even when the company is small. There's a certain level on which we have to maintain professionalism even if we're small and dynamic.

pavel_lishin 14y ago

> As long as the email isn't as fully formulated as an actual contract I usually tend to see them more as a declaration of an intent that isn't 100% fixed yet and is missing some of the details. Does this mean I can ignore these four e-mails from my boss that formulates his intent for me to work on X and Y, and skip on off to work on Z instead?

smsm42 14y ago

Most contracts in practice are informal. When you buy an ice cream from a street vendor, there's an informal contract - you give him money, he gives you ice cream. If you take ice cream, eat it and then say "I'm not feeling like giving you money now" - it would be stealing, and you can't claim "I did not sign anything, so I am entitled to think that was just a gift". If you tell employee "do this and get $10K" and he does and you say "well, I'm not feeling like keeping my end of the bargain now" - it is no different. It is harder to enforce, but that's only difference that lets all kinds of sleazy characters get away with it. If you don't mean to give $10K - don't promise it. Nobody forces anybody to promise it. If you do promise - fulfill your promise. It's very simple, I wonder how people can have trouble with it - unless they meant to cheat at the first place.

jellicle 14y ago

> But I guess I just have a different opinion when it comes to things that don't have 2 signatures at the bottom of them. Well, your opinion is certainly different than the judiciary's opinion of what constitutes a contract, for sure. A contract need not be written (usually, some exceptions apply). It need only be clear and agreed to by both sides, have some consideration involved and not be against public policy. If you as a startup owner promise people even verbally that referrals get a bonus, you're creating a binding contract if anyone accepts it. In this case it appears it was written down, which is pretty much a slam dunk for the employee.

zem 14y ago

what you don't realise is that this sort of thing jeopardises the very "nice thing about startups" that you are (rightly) approving here. if the idea that you couldn't rely on someone's word seeped into the startup culture, people would start getting a lot more insistent on i-dotting and t-crossing, and pretty much no one would benefit from the concomitant rise in hostility.

aqme28 14y ago

Do you realize how diametrically opposed your two points are? If an agreement is legally worthless unless it is formally stated, then all agreements will quickly become formally stated, and will devolve into "gobs of paperwork and hours of meetings." If informal agreements are considered contracts (which they legally are), then the startup (or whatever) won't need all that formal processing.

deleted 14y ago

[deleted]

veemjeem 14y ago

http://www.lplegal.com/publications/articles/when-email-becomes-binding-contract http://www.lplegal.com/publications/articles/when-email-beco... According to this legal source, the only way to prevent your email from being a contract is to "recite in the e-mail that there is no intention to create a contract, except pursuant to a separate written agreement." Also, you better change that opinion of yours, or else you might get caught in hot water yourself!