On October 24, 2023, Justice Ostrager of the New York County Commercial Division issued a decision in Myzak v. Rosania, 2023 NY Slip Op. 33780(U), holding that an exchange of e-mails created a binding contract, explaining:
For a valid contract to exist, there must be an offer, acceptance of the offer, consideration, mutual assent, and an intent to be bound. An exchange of emails may constitute an enforceable agreement if the writings include all of the agreement’s essential terms.
. . .
With regards to mutual assent and an intent to be bound, New York law distinguishes between a preliminary agreement not intended to be binding absent any formal documentation, and a binding agreement that is nevertheless to be further documented, which is enforceable with or without the formal documentation. To be considered an unenforceable preliminary agreement, defendant must have expressly asserted that no contract would be in effect until a full, formal document is completed and executed. Not only did defendant fail to expressly reserve that no contract would be in effect absent a formalized document, defendant’s conduct suggests that he fully intended to be bound by the February 4, 2022 emails. Defendant did not dispute plaintiff’s characterization that the February 4, 2022 Agreement was a binding deal, to be documented immediately post-closing due to timing constraints. When plaintiff indicted at 11:42 A.M. PT that he would be signing the documents defendant requested now based on the understanding that the email chain below is part of our agreement, defendant did not object. Further, defendant also appeared to represent to his own counsel during the negotiation process that the terms of the February 4, 2022 Agreement will remain in full force and effect regardless in the interim.
The parties’ conduct demonstrates that they both intended to be bound by the February 4, 2022 emails. The fact that defendant allegedly sought to renegotiate certain terms of the February 4, 2022 Agreement in the process of formalizing a written agreement is insufficient to establish that defendant did not intend for the emails to be binding. Accordingly, plaintiff has sufficiently demonstrated the existence of a valid contract.
(Internal quotations and citations omitted).