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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 "If you agree, reply with the poop emoji". And the account replied as expected.

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?

Fun follow-up: Could someone get out of a contract by proving that their email agreeing to it (e.g., "Yes, I agree to the contract") was an autoreply?

(assuming US laws)

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    Well, there are fully-automatic online stores that create legally binding contracts all the time with no human participation of the business that set them up. But the difference is that these were set up with the intention to create legally binding contracts and with business rules which decide what contracts to accept.
    – Philipp
    Mar 22, 2023 at 11:47
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    Replace "poop emoji" with a more typical auto-reply. For instance, "If you agree, reply with a statement that this email is very important to you".
    – Therac
    Mar 22, 2023 at 12:45

2 Answers 2

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Why is this reply not considered an agreement to sell the company?

Because a sender's opportunism regarding the bizarre contents of the autoreply preclude a finding that there is a meeting of the minds.

Could someone get out of a contract by proving that their email agreeing to it (e.g., "Yes, I agree to the contract") was an autoreply?

It mostly depends on the element of authorization to set up the autoreply that way.

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 Restatement (Second) of Contracts at §154(b).

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.

(Disclaimer: I am affiliated with the linked site.)

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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.

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.

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  • Wait, what? How would a man put his signature on a paper with that many witnesses make obvious and unambiguous that "he didn't mean it?" One could argue that he was indeed serious and the joke was that. I think Mr. Poop was already burned by the WY chancery court too many times to play a prank like that one. Aug 1, 2023 at 14:07
  • @MindwinRememberMonica I thought it was Delaware. What happened in Wyoming?
    – A. R.
    Aug 1, 2023 at 21:00
  • @MindwinRememberMonica: dozens of different ways, maybe he decided to be an actor and put on a play, maybe there were a dozen terrorist with bombs threatening to below everybody up, maybe he was obviously drunk/high and hallucinating, maybe someone dressed as a delivery person handed him a package and a clipboard to sign. Doesn’t matter how, what matters is that you can’t be forced or tricked into a contract.
    – jmoreno
    Aug 1, 2023 at 21:26
  • @AR-solidarityforModstrike and you might be right. Aug 2, 2023 at 11:21

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