united-states contract-law
Can an auto-reply be considered assent/agreement?
<p>The CEO of a certain company set multiple important public email accounts to autoreply to all messages with the poop emoji. Importantly, there is no indication that it's an autoreply. Someone had the funny idea to send the account an email with a contract to sell the company for a small (but not unreasonable) amount along with &quot;If you agree, reply with the poop emoji&quot;. And the account replied as expected.</p>
<p>Practically, I'm sure this won't work. But, what is the legal explanation for why not? Why is this reply not considered an agreement to sell the company?</p>
<p>Fun follow-up: Could someone get out of a contract by proving that their email agreeing to it (e.g., &quot;Yes, I agree to the contract&quot;) was an autoreply?</p>
<p>(assuming US laws)</p>

<blockquote>
<p>Why is this reply not considered an agreement to sell the company?</p>
</blockquote>
<p>Because a sender's opportunism regarding the bizarre contents of the autoreply preclude a finding that there is a meeting of the minds.</p>
<blockquote>
<p>Could someone get out of a contract by proving that their email agreeing to it (e.g., &quot;Yes, I agree to the contract&quot;) was an autoreply?</p>
</blockquote>
<p>It mostly depends on the element of authorization to set up the autoreply that way.</p>
<p>If the person who wrote the autoreply was authorized by the user of the email account to set it up that way, the contract binds the user. This form of blind and reckless formation of contracts is an extreme scenario of <a href="http://www.oneclubofjusticides.com/p/restatement-second-contracts.html" rel="nofollow noreferrer">Restatement (Second) of Contracts</a> at §154(b).</p>
<p>The contract might be null and void as unreasonable, contrary to public policy, and/or on other grounds. But a wide range of scenarios would fall short of warranting a nullification of the contract.</p>
<p>(Disclaimer: I am affiliated with the linked site.)</p>

<p>The first and most important of the 3 conditions for a binding contract (mutual understanding and agreement to the terms, exchange of value, not criminal) prevents a binding contract from being forced on someone.</p>
<p>Signing and everything else is secondary, Mr Poop could sign a paper contract with the same terms, in front of the President, both Houses, and all 9 justices, and as long as it was clear that he didn’t mean it, all the paper would be is souvenir autograph, not a binding contract.</p>
