Can you have a legally binding agreement in a &quot;Without Prejudice&quot; email? I have an outstanding claim against a company. They have agreed to settle before the hearing, but, it is subject to me filing a notice of discontinuance to the court which is understandable. The entire email chain, including the offer was marked without prejudice - which I fully understand whilst we were discussing it. Whilst I don't trust the company, this agreement was made with their solicitors and I believe it will be done honestly, and I am happy to sign/send, however, I am wondering if this is legally correct? Should the last email confirming be sent without the without prejudice tag, or, is an agreement within an email legally binding?
Its difficult to tell without seeing the exact paperwork, and the exact meaning of without prejudice varies by jurisdiction (I think UK is the same as here in NZ though). If an agreement is reached through communications marked "without prejudice" it should be valid in court to the extent that it shows an agreement was reached and what the agreement was (but the court will not generally look at the documents marked without prejudice for other reasons &ndash; e.g. admissions made &ndash; if no agreement is reached). There are a couple of other relevant things to mention &ndash; although not strictly part of your question: Lawyers are officers of the court, and have duties to the court, which include acting ethically. So, provided it's a reputable law firm, it is reasonable to (somewhat) trust their solicitors in procedural matters. My understanding is that courts encourage anything that will help settle a matter out of court &ndash; hence the whole idea of "without prejudice" letters being valid. I believe that the court will uphold an agreement reached through communication of without prejudice emails as it's in their interests. If you have these kinds of concerns, you can raise them with their solicitor, suggesting that you would prefer the final document to not be without prejudice, even if it only refers to the matter and agreement, without sensitive stuff. I imagine they would be only to happy to oblige, as they can bill their client for another letter!
must all interaction be through a lawyer after receiving the first letter? Consistent with others' answer, no, you don't need a lawyer. But your question in and of itself is indicative of the steep learning curve you would need to undergo in order to avoid "shooting yourself in the foot", as the saying goes. By this I am not encouraging you to get a lawyer (in fact, here on stackexchange and elsewhere I promote litigation in pro per). Instead, I encourage people to learn about the applicable statutes, procedural laws, how to conduct legal research, and to draft/present their arguments in court. Here are some suggestions regarding your response letter: Avoid sarcastic admissions such as "Right, for sure I am at fault for the employer's [fill_in_the_blanks]". If you ask for a clarification, clearly state that you expect reasonably sufficient detail as well as any and all records that substantiate the alleged damages. Although that won't strictly limit the allegations the employer can make in court proceedings, the attorney's reply might help evidencing the employer's vexatious approach later on. Avoid wording that may be misinterpreted as consciousness of guilt. Be assertive and truthful. Keep in mind the lawyer is gauging (1) how easily he can intimidate you, and (2) whether he can make additional claims to harass you via court proceedings. From now on, all your interactions with the attorney and the employer should be in writing (preferably email, given its reproducibility). When unethical individuals are aware that their position is devoid of merit, they are very tempted to indulge in false accusations (of threat, for example). Thus, communications in writing constitute objectively verifiable proof of who is acting unlawfully. Even if the attorney premises on your contract (or employment agreement/manual, or company's guidelines) the alleged damages, the clauses at issue might be illegal and therefore void. For instance, from 2007-2012 my former employer (an Indian IT intermediary) prohibited me --via contract-- to disclose my salary. The contract contained the typical lawyered babbling, but that doesn't mean that all of it was legal. In 2013 I realized that the prohibition violated Michigan law, and he had no option but to strike the entire clause. That being said, I didn't sue him for that, but for other more important matters which are currently pending review in the U.S. Supreme Court. Absent any further context in your inquiry, it is hard to make additional suggestions on how to proceed.
Inform him of what you intend to do and by what by what date. Make sure that you can document that you did give him notice -- so not sure sure if Whatsapp/text would do -- I would use a registered letter, and a letter which is also sent in CC to your solicitor. He can always sue you, but he does not stand to win if you can show that you have given him fair warning.
To what degree are such emails admissible in court as evidence, and what weight do they carry? Your own statement, when offered by you as evidence, is hearsay, unless it comes within an exception to that rule. Recorded recollection might be one of the better exceptions. There is also a chance that you could get it in as a business record of the company if you were using a company email account and the company stores all of its email communications. The documents also sometimes come in to provide fair context for a conversation with a party-opponent's statements that are admissible. It appears that Canada does not follow the modern British rule (which repealed the hearsay rule in civil cases in 1995), which if it were available, would come in without any difficulty at all. But, Canada does have what it calls a "principled exception" (which is somewhat broader than the parallel U.S. residual hearsay exception) that is generally available if the document can be shown to be reliable and there is an unavailable witness, or if there proponent of the document can show that it is reliable and necessary for other reasons. Even if the document itself is not admissible since it is hearsay, you could still testify as to what the boss said from your own recollection, and then have your lawyer ask you why you are sure that this is what was said. You would answer that you contemporaneously wrote a confirming letter to the boss spelling out what was said and you reviewed it to refresh your recollection before testifying at the hearing or trial. These kinds of confirming letters are used quite frequently in business and employment litigation. And, in my experience, these statements tend to be surprisingly effective and persuasive, because, while they do not foreclose the possibility that the person writing it was lying or inaccurate in the confirming email account, it does rule out the possibility that you forgot exactly what was said, and you provided the boss with an opportunity to dispute you which the boss didn't feel an obligation to correct. If one party has a coherent account in confirming emails of what was said, and the other party is trying to remember what happened a year or two earlier without notes from the witness stand, the person with the coherent, documented account is almost always going to come across as more credible unless the other side can show that your confirming emails are not infrequently gross misrepresentations of what really occurred. (I've also dealt with witnesses like that now and then.)
tldr; the agreement is a mess, one-sided, do not sign. This agreement does little to serve your interests, and a lot to harm them. It is also fairly poorly phrased, I have doubts that someone with legal knowledge wrote it. It states: I agree to not disclose, or discuss with anyone, any matters relating to the investigation You are agreeing not to talk to the investigator. If you do talk to them, you will be in breach of the terms you've agreed to. I'm sure they'll just say "oh, that's not what it means" - but that is not how contracts work, they mean what they say. It also says: which includes but is not limited to: ... All documents created by me or shared with me during the investigation. This applies to documents created during the investigation, not in relation to the investigation, not for use in the investigation, not related to the complaint. And again, you can't share these documents with anyone, including the investigator. It may well be unenforceable, as it gives you nothing in exchange for the rights you are giving up, and the concept of "consideration" is key to the common law of contracts in the USA, and also Canada (stemming from British common law) which means both parties must receive something of value: Here's a wiki article on Consideration in US law and a page on Consideration in Canadian law With all of these flaws and the fact that it may well be unenforceable, it would not be wise to sign it. If it did the following, it might be a more useful agreement: Had time limits, after which the restrictions are lifted Allowed you to acknowledge the case and state that you can't discuss it while it is ongoing Applied only to the workplace, talking to the press and publishing details to the public internet, such as social media - this may already be in your contract of employment (relating to bringing the company into disrepute) if so it isn't really a restriction being applied by this agreement, but a re-iteration of the existing agreement Promised a fair investigation in a timely manner, with a report at the end, and appropriate action is taken if claims are substantiated, and libel has occurred Or, they could offer you money right now for your silence, that would absolutely be consideration, in some jurisdictions, the sum may need to be considered reasonable, but this is not universal. There are also cases where NDAs turn out to be invalid: 11 ways NDAs can be invalidated An actual case where an NDA was found to be too broad
No While you can be bound to terms you had the opportunity to read and didn’t, you cannot be bound to terms that you did not have the opportunity to read. That doesn’t mean that you don’t have a contract but it will be on different conditions to those in the undisclosed terms. For a contract to be valid, the parties must agree on the essential terms, for a phone contract, what service the phone company is giving and how much the consumer pays. Incidental terms can be left undefined and they will, if needed, be filled in by a court with reasonable terms. However, this only happens to the extent necessary to give effect to the primary purpose of the contract. For example, late fees or termination fees are not strictly necessary (common law principles of damages for breach of contract work just fine) so, if the undisclosed terms include them, they will be unenforceable. Notwithstanding, it’s quite likely that refusing to disclose in the advance violates state or Federal consumer protection laws against misleading or deceptive conduct.
You mean like this? Of course, a website can charge you to access its pages; many do. And yes, clicking on an "I agree" button can form a valid contract (just visiting the website can't). Historically, the law has adopted the position that if you sign it (including by clicking "I agree") you read it, you understood it and you agreed to it. It's hard to imaging how it could be otherwise because allowing people to get out of contracts by saying "I never read it" is problematical as well. However, there are two things that mitigate against the type of term you suggest; one practical and one legal. Practical: How do they get your money? They can ask for your credits card details and, if they do and you give them a court will probably come to the conclusion that you knowingly and willingly agreed to pay for the service. However, if they don't have any method of getting money from you, they would have to take you to court to do so. There are a number of practical problems with this like: who are you? where are you? Which court can they sue you in etc. Legal: At common law, there exists the doctrine of unconscionability that describes terms that are so extremely unjust, or overwhelmingly one-sided in favour of the party who has the superior bargaining power, that they are contrary to good conscience. Such terms are legally unenforcable. Further, in many jurisdictions, consumer protection law often give additional protections up to and including not enforcing terms that are merely unfair not just unconscionable.
You can have agreements that are not contracts As such, there are not legally enforceable as contracts but may be enforceable under non-contract law. Examples of such non-contractual agreements include social agreements, statutory duties, memorandums of understanding, agreements to distribute cocaine etc. However, that’s not what you have here “No contract” agreements for things like internet or phone services are contracts - the “no contract” terminology is advertising fluff to indicate that the contracts are one-off or short term and don’t lock the customer into a long-term contract. The term “contract” is being used in a generally understood way as meaning a long-term binding commitment not in a strict legal way where virtually every commercial transaction is a contract