Exhibit A, Sent From My iPhone: When Casual Messages Become Binding Commitments

In a recent dispute handled by our firm, a wholesaler's sales director sent a two-word text to a longtime customer: "We're in." No purchase order followed. No formal agreement was drafted. Eight months later, when supply chains tightened and the wholesaler needed to redirect inventory, that text message became the centerpiece of a breach-of-contract claim that settled for six figures.

The lesson is uncomfortable but simple: courts do not care whether a commitment was made on letterhead or over emoji. What matters is whether the elements of an agreement exist — offer, acceptance, consideration, and mutual intent. Those elements can live in a direct message just as easily as in a 40-page contract.

The Law Does Not Distinguish Between Formal and Informal Channels

Under the federal E-SIGN Act and its state-level equivalents, electronic records and signatures carry the same legal force as paper documents. Text messages, emails, Slack threads, and even comments inside project management tools can constitute binding communications.

Consider three patterns we see repeatedly in litigation:

Waiver by conversation. A contract requires written notice of default within 30 days. A manager texts a vendor, "Don't worry about the late shipment, we'll catch up next quarter." That friendly message can be argued as a waiver of a contractual right — one the company may desperately need later.

Modification by thread. Long-term supply agreements are routinely amended in practice by a string of casual messages about pricing or delivery schedules. When the relationship sours, both sides discover they have competing written records, none of which followed the amendment procedure the contract requires.

Discovery exposure. In litigation, the discovery rules are unforgiving. Text messages and chat logs are obtainable, and juries tend to read them as unfiltered honesty. A sarcastic Slack message about "hiding the real numbers from the auditors" — intended as a joke — can reframe an entire case. In high-profile corporate trials in recent years, internal chat messages have done more damage than any email archive ever could.

The Retention Problem Nobody Owns

Most companies have a document retention policy that addresses, at best, email. Almost none address the channels where employees actually communicate. Business decisions now happen in group texts, in DMs, in messaging apps that auto-delete by design. That auto-deletion, once litigation kicks in, can look like spoliation — the destruction of evidence — and courts can impose sanctions, adverse-inference instructions, or worse.

Conversely, keeping everything forever creates its own liability: years of unfiltered internal chatter available to any plaintiff who wins a discovery motion. The answer is neither panic nor indifference. It is policy.

A Practical Digital Communication Checklist

Every business, regardless of size, should be able to answer the following:

1. Which channels are approved for business commitments? Define where legally significant decisions may be communicated, and require that any commitment reached informally be memorialized in a follow-up email or formal document.
2. Do you have a written retention policy covering texts and chat? It should specify retention periods, litigation holds, and who is responsible for suspending auto-deletion when a dispute is reasonably anticipated.
3. Are employees trained on what not to put in writing? Not to hide anything — but to avoid hyperbole, speculation about legal exposure, and humor that reads terribly out of context.
4. Who handles preservation when litigation is threatened? A single point of contact should trigger a litigation hold across all platforms within 24 hours.
5. Do departing employees' devices and accounts get preserved? Company conversations on personal phones are still discoverable if the subject matter concerns the business.
6. Is there a rule about finalizing deals? A simple norm — "nothing is binding until it's in a signed document" — stated in writing and repeated in training, prevents the two-word text from becoming a two-word confession.

Treat Every Message as if a Judge Will Read It

That is not paranoia; it is the actual standard by which these messages will be judged. Business owners spend considerable money protecting their interests in formal agreements while leaving an unguarded flank open in the chat window. Closing that gap costs almost nothing: a policy, an hour of training, and a habit of memorializing commitments.

If you cannot say with confidence how your company handles its digital communications in a legal sense, that silence is itself a risk. A brief consultation with counsel can identify the specific exposures your channels create and put a workable framework in place before a message you have already forgotten becomes the most expensive thing your business ever sent.