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I paid someone a lot of money for 3 different services. All 3 of these services were agreed upon in text message format but then I signed a contract that only explicitly mentioned 1 of those services (I took it at good-faith that the other 2 services would be fulfilled since we agreed in text that they would).

Are those text messages legally binding for the other 2 services even though they were not mentioned explicitly in the contract I signed?

Edit: This was a "mentorship" which was supposed to include the 3 services (all of which were mentioned in text messages - it was 1 comprehensive agreement). The 2 services that I did not receive were only mentioned in the text messages and not at all in the contract.

Edit 2: The services we agreed upon were as follows: (1) a mentorship of 10 1-hour sessions. (2) A newly built/redesigned website. (3) 1 month of marketing performed by their marketing team. (1) was agreed upon both in text messages and in the contract. (2) & (3) were agreed upon in text messages but not mentioned at all in the contract. From the text messages we exchanged, it was very clear that the money I paid was for all 3 services. However only (1) was provided (the only one in the contract).

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    Could you elaborate on (1) how these three services relate to each other? and (2) how are the other two services referenced (if at all) in the contract? – Iñaki Viggers Jun 7 at 16:47
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    It depends were the 3 text messages 3 different agreements or 1 comprehensive agreement? – A. K. Jun 7 at 19:46
  • @IñakiViggers thanks for the response, I have updated the original post – georgej Jun 7 at 20:54
  • @A.K. thanks for the response it was 1 comprehensive agreement (updated original post) – georgej Jun 7 at 20:55
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Are those text messages legally binding for the other 2 services even though they were not mentioned explicitly in the contract I signed?

Based on what you describe, yes, they are legally binding unless they are implicitly and sufficiently related to the signed contract.

For ease of reference, let's label as S1 the service which is the subject matter of the contract, and S2 & S3 the other two services. In all certainty, the contract supersedes the portions of the messages that pertain to S1.

The extent to which the contract controls S2 and S3 depends on how these relate to S1 even if they are not mentioned --or alluded to-- in the signed contract. This relation among the three services is unclear from your post. Here the point is that if the contract implicitly encompasses those services as well, the text messages are superseded also regarding S2 and/or S3, accordingly.

In the event that the contract is de facto unrelated to S2 and S3, the text messages are binding only if their contents permit a finding of both essential elements for the formation of a contract: an offer by the party and a timely acceptance thereof by the counterparty. Your mention that "All 3 of these services were agreed upon in text message format" suggests that the text messages truly constitute a contract rather than mere negotiations.

But absent that finding, your burden would be to prove that the amount of money you paid was for the three services and not just for S1. Being able to prove that would establish the formation of an implicit contract premised on the supplier's act (aka subsequent conduct) of taking your payment.

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    @georgej Then yes, the text messages are binding because building a website and marketing do not seem to depend on mentorship. The mention in text messages that the payment made was for the three services will make it much harder for the supplier to allege that it was for mentorship only. – Iñaki Viggers Jun 8 at 16:11
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    You don't know they are binding, because you don't know if the contract was meant to supersede them @IñakiViggers – Putvi Jun 8 at 18:39
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    @georgej The matter boils down to the definition of "mentorship". Does the contract define mentorship? If not, then the ordinary meaning would be looked into so as to ascertain the substance of the contract and whether it can be reasonably understood to encompass the three tasks. Now, mentorship is commonly understood as synonym to guidance. It is not evident why the term mentorship would ordinarily encompass something other than --or something in addition to-- (1). If I hire someone to market my product, I want him to market it, not to mentor me about it. Same with mentor vs. build. – Iñaki Viggers Jun 8 at 19:29
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    @IñakiViggers I get what you mean, but I think most judges would look at the paper contract coming later as the final decision, because you could have included those other things in the paper contract. I'm not saying he for sure did ask for things after the contract was signed, since none of us where there, like you said, but the comments defiantly raise that as a possibility. – Putvi Jun 8 at 19:41
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    That's true that one contract does not extinguish other contracts, but some people would question whether you intended to enter into a contract or were negotiating if you had a conversation by text then left some of those things you talked about out of the final contract. It makes it look like you discussed possibilities and only included one of them in the actual contract. – Putvi Jun 8 at 19:52
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This could depend on who reads the messages, since it could be taken either way.

Without seeing the messages, I would assume most people would consider the texts to be working the details out and the contract to be the final product.

The contract itself would have to list all the services to include them, but in some cases the texts could be considered separate contracts.

To be a separate contract you have to show that both sides intended for it to be real and binding and not simply negotiations.

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Besides what Iñaki Viggers said, you might want to check your signed contract for the standard "Entire agreement" clause. If it's there, then all your relations with the other party would be solely bound by the contract or its written amendments. So no luck with the texts, unless the other party agrees to amend the contract. If it's not there, you could be in more luck.

Disclaimer: I'm not a lawyer, nor based in the US.

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