Two recent court cases, Georgia v. Federal Defender Program, S22A1099 (Ga. December 20,2022) and Justice v. Georgia Department of Public Safety, A23A0160 (Ga. Ct. App. June 30,2023) affirm that fundamental principles of contract law apply to electronic communications, including email. Essentially, email exchanges can give rise to a legally binding “written” contract, provided that certain essential elements of a contract are present.¹

Under Georgia law, for a contract to be valid, there must be an offer, acceptance, consideration, and mutual assent. See O.C.G.A. § 13-3-1. In the context of email communications, an offer can be made through an email, or contemporaneous emails, containing terms of a proposed agreement. The offer should include consideration (i.e., the exchange of something of value between the parties). Acceptance may occur when the other party responds affirmatively to those terms. Both parties must mutually assent to the terms for the contract to be enforceable. If each of these elements can be found in the emails, a binding contract may be formed between the parties.

At Georgia Institute of Technology (“Georgia Tech” and “Institute”), authority to enter into contracts binding the Institute is limited. Employees must expressly be delegated such authority from the President in writing. The current signature delegation memorandum can be found here.²

If a contract is offered and accepted by an employee without express delegated authority, such contract may not bind Georgia Tech and could lead to personal liability for the unauthorized signatory. Therefore, it is critical to avoid creating any impression that an employee has delegated authority and that their email exchanges may create a binding contract.

Given these recent cases, for clarity, Georgia Tech employees without delegated authority should clearly state they cannot bind Georgia Tech to contracts. Additionally, even if an employee has delegated authority, care should be taken to expressly state that email exchanges are solely for negotiation and do not constitute a contract. A binding contract is only formed by a final, comprehensive document containing all negotiated terms and signed by both parties.

¹Generally, the State of Georgia and all its departments and agencies benefit from sovereign immunity except when waived by an Act of the Georgia General Assembly. Specifically, per O.C.G.A. § 50-21-1, Georgia has waived its sovereign immunity for any action arising from breach of a written contract.

²Please note that delegated signature authority may come from other sources such as the Georgia Department of Administrative Services(“DOAS”). For questions related to delegated authority, please contact the Legal Affairs within the Office of General Counsel at asklegal@gatech.edu.