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the sale of goods, the Court of Special Appeals held that “emails constitute a sufficient writing under the Statute [of Frauds]. . . . In that regard, if so intended, a typed name is a sufficient signature as an agent of the party against whom enforcement is sought.” See Id. at 339, 9 A.3d at 521. Essentially, the Court of Special Appeals held that a party can bind itself to a contract under the Statute of Frauds merely by sending an email with a signature block. That case and others like it could have important ramifications for subcontractors working under a formal “writing-required” change order clause. The MUETA does not stop with the Statute of Frauds. Instead, emails can satisfy any contract that requires written confirmations or approvals, so long as the surrounding circumstances and contract language suggest that the parties agreed to conduct their business via email. See Md. Code Ann., Comm. Law §§ 21-104(b) and 21-108(b). In the context of the email described above, the MUETA could therefore empower a downstream contractor to assert that, since the parties were conducting business (including orders for additional work) via email, the email directing additional work constitutes a
“signed, written change order” for the purposes of entitling the subcontractor to additional compensation for that work.
And making space for emails to function as contract documents is both fair and fitting in the modern construction world. A lot (most?) of today’s construction business is conducted via email, and it is simply fair to empower parties to make binding decisions and directives via email. This column is intended to provide educational material only and is not intended to provide legal advice. Before proceeding with or defending any claim, you should carefully evaluate your contract and related legal rights and seek the direct counsel of a construction attorney.
If you want to learn more skills and tips about avoiding construction claim pitfalls, you can receive a free copy of my book, “The Subcontractor’s Roadmap to Getting Paid for Extra Work” by emailing me at jwyatt@harrisonlawgroup.com.
-Jeremy Wyatt
jwyatt@harrisonlawgroup.com
www.HarrisonLawGroup.com
(410) 832-0000
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