>"This will vary between jurisdictions but my understanding is that, yes, you can be sued for making a false promise to buy from a specific seller even if you don't get to the stage of a formal contract."
Absolutely but simply stating interest or saying "We want to buy X quantity of Y", without having any agreement with a company or stating company name isn't agreeing to purchase nor should be seen (except certain situations) as bad
This will vary between jurisdictions but my understanding is that, yes, you can be sued for making a false promise to buy from a specific seller even if you don't get to the stage of a formal contract.
Putting out a press release, or RFP, saying 'we want to buy X quantity of Y' without the intent to follow up isn't illegal. However, getting to the point of a handshake agreement with a specific vendor but then backing out means that you will be expected to pay compensation even though no formal contract was signed.
> It's not like the seller couldn't have fulfilled it; they would have just taken a loss to do so.
Contract law exists to enforce contracts that one party doesn't want to complete because they regret entering into the deal once they have more information, or the costs change, etc.
You could try to sue the vendor in small claims court to recover your damages, including the costs of the suit. The vendor is counting on you and other parties not actually doing that.
Lol I've seen this defense before. Basically a contract days that so and so has the right to purchase with conditions, and the other party says just because they have right of first refusal doesn't mean that they have to sell anything.
Best of luck to them in court, but you don't put something like that into a contract just for fun and so hopefully the judge will tell them to cut the shit and honor the deal.
> Comes looking with no contract and none of his own commitment to show?
I'm not a lawyer, but I did study a little business law, especially contracts. Contrary to common belief, you don't need something in writing for an agreement to be considered a contract. See, for instance:
The transfer of the $1000 is pretty clear evidence of an agreement. Then there's records of the regular calls/chats. The partner, while maybe a jerk, has some claims of ownership here. (Also, I think he's probably less of a malicious jerk and more likely he's feeling hurt/threatened/betrayed - the threats to sue were in response to being told he's being kicked out of a business he presumably thinks he owns half of, took a risk on with his cash, and has put in some hours of his life)
It's standard contract law. Every time you purchase anything, you're making a legally binding contract, even buying a sandwich at a shop. Under centuries old contract law, there must be a "meeting of the minds", both parties must understand what they're getting into. If one person makes a obvious mistake (e.g., pricing gas at $0.02/gallon), there is clearly no meeting of the minds, the contract is void, and the seller can ask the buyer for their money back.
> So in short, what we have is an uncontested pattern of entering into what both parties knew and accepted to be valid and binding deferred delivery purchase contracts on a number of occasions. It is important to note that each time Kent added to the offered contract “Please confirm terms of durum contract” and Chris did so by succinctly texting “looks good”, “ok” or “yup”. The parties clearly understood these curt words were meant to be confirmation of the contract and not a mere acknowledgement of the receipt of the contract by Chris. There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract.
....
> I find this to be very similar to the durum contracts referred to above including Kent’s use of the phrase “Please confirm flax contract” (the only difference being the use of the word flax instead of the word durum) and this time instead of words like “ok”, “yup” or “looks good” being texted by Chris – a commonly used <thumbs up> emoji was texted by Chris.
This is the key finding in the Judgement[1] for how the judge resolved the ambiguity, including important context missing from TFA. The parties had done business together for ten years, and had executed contracts via text message on three previous occasions. In all three previous cases, the seller responded with something terse and then delivered on the contract.
> I.e. if you are doing a deal, don't be surprised if only the immediate terms are honored. Don't bank on future promises.
Dave himself admits that he felt like he had a disincentive to enforce the future promises due to what he had already received as a result of the more immediate terms -- a contract is, ultimately, not just a set of promises, but a set of promises that the parties feel need to be backed by the threat of legal action to ensure compliance.
If, for any of those promises, you aren't going to be willing to act on that threat when they are violated, and the other party knows the incentive structure that makes you unwilling to act on the threat, well, then the threat is gone, and if you didn't need the threat to enforce the promises, you wouldn't have needed a contract in the first place.
That doesn't really mean there is a difference between short-term and longer-term promises, it means that there is a difference between promises backed by the credible threat of legal action and promises not backed by the credible threat of legal action, which is rather the entire reason contracts exist in the first place.
“But what if something happens?? What if the site crashes? What if I’m late? What if..??”
“Do you think any of that stuff is going to happen?” he asked.
“Probably not. But what if it does?”
“Then you know what you do?” he said. “Tell them, ‘fucking sue me.’”
This is dangerous advice. It will work well right up until you come across someone who will "fucking sue you". A contract, once signed, is a legally binding promise. You have promised to deliver what's on the contract, and you can be held accountable in a court of law if you fail to do so. The financial penalties for violating a signed contract can easily drive one into bankruptcy, and the reputational penalties can make it very hard to recover.
Yes, that's an argument a lawyer might make, but I disagree with the premise: Any reasonable interpretation of "agreeing to purchase" takes into account the entire dialogue between the merchant and customer, in which case the merchant told the customer two different things, and the customer reasonably didn't notice that one was different. There's no reason to assume about which version the customer agreed to.
> the broker could have said “they’ll pay you $x per bag and they need 6,000 units”
That's possible, but unlikely. The whole concept of "bags" just doesn't enter into it in a wholesale transaction.
But even if this did happen, they could have avoided the problem by clarifying: "So that's a total of $X, right?"
Also, at some point this deal should have been put in writing, at which point, again any ambiguity should have been resolved. They had a lawyer, surely they would have asked him to review the deal before signing?
Sorry, but there is just absolutely no way to spin this so that this is not 100% their fault.
If the company signs the deal based on these claims the founder made, its called misrepresentation and misrepresentation = fraud. So should something screw up, and they want to get out of the contract they can use that as a basis,or even if they dont feel like paying. If they have proof, they will most likely WIN.
Firstly, i have to ask though was this put in writing or just while talking?
Secondly, there is a difference between almost closing a deal(Customer has show interest and you reassure him with the numbers) and the customer hasnt made a choice and you use the lies to convince him. In the second instance it's fraud.
I did read the article. And I listened to the recording. As a businessperson, Christian should know that the salespersons statements were not a binding promise, since there was no mutual consideration and those statements were not reflected in the actual written agreement he would have signed.
As I said, I'm looking at this from the legal perspective, not the emotional perspective.
He can certainly make that part of the contract with seller. , you would have legal recourse for breach of contract and standing to sue.
It is another matter that law should be strong enough to prevent this in the first place and AMZ or any other retailer shouldn't be needed to put in the contract explicitly.
> If facebook makes you an offer and then pulls back can you sue?
Generally, an offer that has not yet been accepted does not create a contract, so probably not.
If it has been accepted, maybe, though in an at-will employment jurisdiction, probably not for the loss of employment, but maybe for reliance damages in some cases.
> he would just tell the court he had neither seen nor signed any contract
If he claimed he didn't see the contract, he would be committing perjury. They wouldn't bother to forge his signature because even if both parties legitimately forget the story about the fax machine, the court would likely still find the contract enforceable.
At absolute minimum, they'd have an oral contract. However, that oral contract is probably "You pay, and we'll both abide by the terms of my standard contract."
Now, that's not to say that the court will find the 90 day clause enforceable. The court may decide to enforce the contract as limited by industry norms, which may be 30 days. I don't know, but he certainly won't get away with paying nothing.
I should probably add, IANAL, but I'm also not just making this shit up.
Absolutely but simply stating interest or saying "We want to buy X quantity of Y", without having any agreement with a company or stating company name isn't agreeing to purchase nor should be seen (except certain situations) as bad
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