Internet contract? Check when it is possible!
We often do not even realize that we have just concluded a contract. This is the case with everyday purchases at a local grocery store (purchase and sale contract), or when the wife agrees to take out the rubbish by her husband (contract of mandate). It is also possible to conclude various types of contracts online, e.g. by exchanging e-mails. Is this form of "making an appointment" for something sufficient? Let's check.
What is a contract?
First of all, it is worth remembering what a contract is at all. The answer to this question should be sought in the Civil Code, according to which it is a bilateral legal act consisting in submitting unanimous declarations of will by the parties. The last element of the definition should be emphasized, i.e. the conformity of the declaration of will. To conclude an agreement, you need consensus, that is, an agreement on what each party is to do.
Ways of concluding the contract
The conclusion of the contract is the above-mentioned submission by the parties of unanimous declarations of will. Pursuant to Art. 60 of the Civil Code "subject to the exceptions provided for in the Act, the will of a person performing a legal transaction may be expressed by any behavior of that person that discloses his will sufficiently, including by disclosing this will in an electronic form". This means that the declaration of will can take any form.
In practice, it is assumed that the parties may express their will:
- directly, i.e. by submitting a specific declaration of will in writing or verbally,
- implicitly, i.e. by any behavior that reveals the will to perform a specific action (e.g. indicating the goods in the store).
It follows from the above considerations that the declaration of intent may also be submitted via the Internet, e.g. by exchanging e-mails. It should be noted here that in most cases it will be an implied expression of will. This is related to another provision of the Civil Code, which indicates that an e-mail can be considered a written form of concluding a contract, provided that it is signed with an electronic signature.
There are specific types of contracts for which a written form is required, otherwise null and void. Such a contract concluded online will then be considered null and void. This requirement applies, inter alia, to real estate sale agreement (here a notarial deed is required), an exclusive license agreement or an agreement that transfers proprietary copyrights.
Agreement via the Internet - what is worth remembering?
If we are sure that the contract we are interested in does not require a written form under pain of nullity, then it is possible to conclude the contract via the Internet. However, it should be borne in mind that such proceedings are not always sufficient to recognize the contract as concluded. In this case, the interpretation of, for example, e-mail messages, from which the expression of the will of the parties is to result, becomes more important.
It is worth remembering that, in accordance with the above-mentioned provision, the expression of a person's will must be sufficient. This means that each time it is necessary to analyze whether the contract has been concluded via the Internet at all. In order to better illustrate the problem, we will use the example of two copywriters - Jacek and Łukasz - who cooperate with each other and their contact is based solely on e-mail messages.
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Online advice for businessesJacek runs a blog about creating texts for websites. Łukasz, on the other hand, is just getting into writing and decided to consult his article with a more experienced colleague. In an e-mail, he asked Jacek to check the text and send any comments, in return for which he can create another article for his website. After a few days, he realized that his article was published on the aforementioned blog, so he asked his friend to explain the situation. According to Jacek, Łukasz, by sending him the text, at the same time consented to its publication.
Is this procedure correct? Of course, the answer is no. There is no implicit license to publish from Łukasz's e-mail. His will was to consult the submitted article and create a new text, especially for Jacek's blog.
Moreover, in the case of an online contract, it is also possible that the parties will have a dispute about the terms and conditions of the contract. This will happen if the e-mail shows that they actually agreed on something, while having different ideas about the content of the contract.
Internet contract - is it worth it?
It is possible to conclude a contract via the Internet, but one should bear in mind the difficulties that may arise when choosing this form. It is important that the pages are fully consistent as to its existence and content. If a dispute arises between people who concluded a contract online, it will be difficult for them to prove the existence (or not) of a specific contract and the content of its provisions. Evidence in the form of saved e-mail messages may raise many doubts as to, for example, their authenticity or origin.
In summary, if we are afraid that we may be misunderstood by the contractor / employee / client, it is always worth trying to conclude a contract in writing. The contract via the Internet can become a source of many inconveniences.