Reference no: EM132165413

Baseis Technology Corporation created software and provided technical services for a Japanese-laungage Web site operated by Amazon.com, Inc. The agreement between the two companies allowed for separately negotiated contracts for additional services that Basis might provided to Amazon. At the end of 1999, Basis and Amazon entered into stock-purchase agreements. Later Amazon onjected to certatin acions related to the securities that Basis sold. Bais sue Amazon forr various claims involving these securities and for failing to pay for services performed by Basis that were not incuded in the original agreement. During the Trial, the two parties appeared to reach an agreement to settle out curt via a series of e-mail exchages out-lining the settlement. When Amazon reneged, Basis requested that a court enforce the proposed selttlement. The trial judge entered a judgment agaist Amazon, which appealed. ISSUE: Did the agreement that Amazon enteres into with Basis via e-mail constitute a binding settlement contract? DECISION: Yes. The Appeals Court of Massachussets affirmed the trial court's finding that Amazon intended to be bound by the term of the e-mail exchanges. REASON: The court examined the evidence consisting of e-mails between the two parties. It pointed out that in open court and on th record, counsel "reported the result of the settlement without specification of the terms." Amazon claimed that the e-mail terms were incomplete and were not definite enough to forma an agreement. The court noted, however, that " provisions are not ambiguous simply because the parties have developed different interpretations of them." in the exchange of e-mails, the essential business terms were indeed resolved. Afterward, the parties were simply proceedingto record the settlement terms, not to create them. The e-mails constituted a complete and unambiguous statement of the parties' desire to be bound by the settlement terms. What if the facts were different? Assume that, instead of exchanging e-mails, the attorneys for both side had a phone conservation that included all of the terms to wich they actually agreed in their e-mail exchanges. Would the court have ruled differently? Why or why not?