Legal Update December

What constitutes a valid contract over email?

A lot of the business conducted by recruiters is done via email, but it is possible for a client to be bound by a contract issued by a recruiter, either deliberately or inadvertently as a result of their conduct.

For a valid contract to exist there must be offer, acceptance, consideration and an intention to create legal relations. A contract is simply an agreement between 
two or more parties to do something (or refrain from doing something) in exchange for some form of consideration. At the most basic level, an enforceable contract exists if there is an offer by one party, acceptance by the other party, and some exchange of value between them.

When most people think of contracts, they think of written agreements between parties, and assume that a contract is not valid unless it is on paper, and signed.

However, a number of contracts are not written and courts can enforce them. With this in mind, there is no reason why a contract entered into through email should not be enforceable.

If an email or chain of emails clearly states an offer by a recruiter to provide their services and the client responds by email accepting those terms, then there is a very good chance that a valid contract has been formed between the parties. Similarly, the consent to the contract does not have to be on the same email as the contract. It is possible for consent to be deduced from previous emails and still constitute a valid contract between the parties. Furthermore, without express acceptance of the contract it can be proven that an agreement exists by implied acceptance, which is demonstrated by any acts indicating a person’s consent or the absence of any objection to the provision of the services. Again the email thread can be used as evidence of a binding contract. 

In some cases it is difficult to obtain an executed contract and unfortunately a lack of a signed contract may result in both parties having irreconcilable positions on what was actually agreed, which increases the likelihood of costly litigation. This being the peril of beginning work without definite agreement, so it is always best to obtain to agree the contract first, ideally with a signature (even a digital one via email) and then start work later!

Diva Limousine vs. Uber in Misclassification Battle Dominique Thew, Precision Global Consulting 

October saw yet another case that has brought Uber into the spotlight for the way the company manages its workers in the US. It is now involved in a lawsuit with a limousine company who alleges that the gig economy giant is deliberately misclassifying workers to cut costs.

The Southern California-based Diva Limousine claims that Uber is in violation of unfair competition laws by classifying workers as independent contractors (ICs) where they should be employees. Companies that employ workers as ICs can see significant cost advantages from avoiding providing benefits and insurances, and Diva says that Uber is using this to its advantage, applying the savings to offer rides below the true cost and pricing competitors out of the market.

Misclassification has been a hot topic in US employment law over the last couple of years, with studies indicating that the US government is missing out on billions of dollars a year in loss of taxes due to the issue. In response, large penalties and stricter classification methods, such as the recently introduced California ABC test, are being enforced in an attempt to prevent it.  As this particular case unfolds, it highlights a wider concern beyond government standards and amongst companies offering services within the same space that there is an even playing field for all. 

Precision Global Consulting operates in the US, Canada and the UK. For more information visit

Greg Allen

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