GNYADA March 2014 Newsletter

Richard Sox to Support GNYADA’s Dealer Advocacy 9

states, Bass Sox Mercer has success- fully addressed new car dealer issues of all types. Mr. Sox will work with GNYADA to address factory pro- grams, practices, and issues that affect dealers. Richard has worked closely with GNYADA on the last two Franchise Bills and has successfully represent- ed many dealers in our region. He is frequently a guest speaker at GNYADA programs and offers guidance and perspective to our efforts to improve the franchise law. Richard will provide regular items of interest to dealers on Franchise Law matters and will be a tremendous resource to GNYADA and its dealers. While customers and dealers appreci- ate the easy use and speed of elec- tronic communications, the danger of unintentionally creating enforceable contracts exists in each of these exchanges. For example, in a real case, an email response that an offer was “doable” created a valid contract. The email itself was determined to be a contract and second thoughts and reservations expressed later were insufficient to unwind the agreement. Avoiding Accidental Contracts To avoid this problem, train employees to be precise and take some precautions: Include a “boilerplate” statement in all emails/texts saying your messages are not binding until the signing of a physically executed, n

SAVE THE DATE: June 16, 2014 NINTH ANNUAL GNYADA GOLF OUTING

Old Westbury Golf & Country Club

GNYADA has retained nationally known franchise lawyer and advocate Richard Sox of Bass Sox Mercer to work with the Association on a vari- ety of dealer franchise issues. In its practice representing dealers and dealer associations in more than 40

Last year was a sell out! Don’t miss a great day of golf and the opportunity to showcase your business, all for a great cause!

Emails May Lead to Binding (Accidental) Contracts

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separate formal written agreement between the dealership and customer. Be explicit about what you need to do to close a deal, such as obtaining management approval. Train employees to review the contents of emails and texts prior to hitting the send button. Consider applying automatic disclaimers to business emails, to reinforce that casual emails will not constitute contracts, such as, “the printed signature does not constitute a signed writing for purposes of a binding contract,” or that “the company does not make offers or contracts by email.” When these disclaimers are included it can help prove that your dealership does not intend to create contracts through emails or text messages.

While email is indispensable in busi- ness (as was the fax machine a gen- eration ago), dealers need to be aware that the speed and informality of email can lead to the formation of “accidental contracts.” Many email exchanges are quickly prepared and sent, unlike written contracts that have been written, reviewed, and edited over time to ensure terms important to dealerships are included. Similar issues arise with text communications between dealership staff and your customers. Additional pressure has been placed on dealers by manufacturers requir- ing dealers to reply to customers’ email inquiries within a specific short time period and customers have come to expect instantaneous replies to their electronic communications.

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Greater New York Automobile Dealers Association • www.gnyada.com

The Newsletter • March 2014 5