When a Promise Can Become a Binding Contract

​Promises have long been a part of everyday life, but traditionally, it was widely believed that a
promise could not be legally binding. However, under Texas law, particularly Chapter 26, Title 3
of the Texas Business and Commerce Code, a promise can indeed be binding if it is supported
by written documentation and signed by the person making the promise (the promisor). This
article explores how emails can transform promises into enforceable contracts, especially when
certain legal requirements are met.

​When a Promise Becomes Legally Enforceable

Under Texas law, an enforceable agreement must meet specific criteria, as outlined in the
Statute of Frauds (Texas Business and Commerce Code, Section 26.01).

The key takeaway from Chapter 26 is that a promise can become legally binding if it is:
​

• Documented in Writing: The promise must be captured in written form, such as an email, which serves as evidence of the promisor’s commitment.
• Signed by the Promisor: While traditionally, signatures were required to be physical, Texas law, under the Uniform Electronic Transactions Act (UETA), recognizes electronic signatures as valid. This means that an email with the sender’s name typed at the end can fulfill the signature requirement.

​How Emails Can Create Binding Agreements

1. Intent: The email confirms that the sender (promisor) intended to be perform a specific
   act. This intent can be inferred from the language used or the surrounding
   circumstances.
   
2. Presence of Essential Terms: Even if the email is brief, it must outline the fundamental
   terms of the performance promised.
   
3. Electronic Signature: The inclusion of the sender’s name at the end of an email can
   serve as an electronic signature, thus satisfying the legal requirement for a signed
   writing.
   

​Relevant Case Law

For example, in Khoury v. Tomlinson, the court ruled that an email exchange could satisfy the
Statute of Frauds if it contained the essential terms of the agreement along with an electronic
signature. This case highlights that Texas courts can enforce a promise documented in an email
if it meets statutory requirements.

Practical Takeaways: Protecting Yourself in Email Communications

​If you’re making or receiving promises via email, be mindful of the potential legal implications:

• Clarify Your Intentions: Clearly state whether your email is merely a discussion or a binding agreement. Ambiguous language can be interpreted as a commitment.
• Use Disclaimers: If your intention is not to create a legally binding agreement, include a disclaimer that the email is for informational purposes only or contingent upon a formal contract.
• Review Before Sending: Ensure all essential terms are included, clearly defined, and accurate. Double-check that you are comfortable with the potential consequences if the email is interpreted as a binding promise.

​Understanding that a promise documented in an email can become a legally enforceable
contract in Texas can help you navigate digital communications more cautiously. If you have
concerns about how a promise might be interpreted, consulting an experienced attorney is
advisable.