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“TOO BUSY TO READ MY EMAIL”
ARGUMENT REJECTED BY COURT IN LAWSUIT
Inundated with emails? Emails from friends, from work and from vast unknown unsolicited sources.
Yes, times have changed. No more is there the one delivery in late morning or afternoon, looking at the return addresses on paper envelopes, sorting into stacks of read, wait, and ignore as garbage.
Ignoring the onslaught may no longer be an option. Not reading emails returned to bite a recipient when the recipient argued that delivery of an email did not convey actual knowledge of the email’s content, a contractual arrangement with a third party.
Likely to impact how Florida community associations and their officers and directors handle incoming electronic communications, leading to procedures to manage these communications, a Florida appellate court recently ruled that a recipient had “implied actual notice” of an employment contract that his manager entered into with a third party even though the recipient was too busy to read his emails.
The facts in Domino v. Nielsen, 46 Fla. L. Weekly D 1490 (Fla. 4th DCA, June 23, 2021) indicate that there were negotiations with a third party for fundraising services for a candidate’s political campaign. The contract was contained in an email to the third party which was copied to both the candidate and his campaign manager. After the candidate thereafter terminated the services of the third party, in the first lawsuit the third party sued the candidate for breach of contract. After winning the first lawsuit, the candidate in a second lawsuit sued the defendants for breach of fiduciary duty, claiming they had no authority to enter into the contract with the third party. The candidate sought as damages his costs in defending the lawsuit with the third party.
The trial court in the second lawsuit granted final judgment for the defendants, finding that the candidate had ratified, waived and was estopped to contest the email contract because the candidate was copied on the employment contract email and received it five more times.
The Florida appellate court agreed with the judgment of the trial court, rejecting the candidate’s argument that he did not have actual knowledge of the contract terms because he was too busy to read any of the emails. The court explained that “implied actual notice” is inferred from the fact that the person had means of knowledge which it was his duty to use and he did not use. “Appellant received the first email setting forth the terms of the contract negotiated with the third party and five more emails including its terms,” the court stated. “That he claimed he was too busy to read them does not defeat the fact that he had implied actual notice of it.”
How to protect your Florida association and you from the deluge of emails? A first step is to limit the avenues for electronic communications to decision makers. This may mean restricting who can send to officer and director email addresses. If an officer and director have association emails, then the email boxes should be checked regularly. An integral effort may include a rule designating email address(es) for communications.
Check with your association counsel. Ignorance is no defense!