Significance of Email Receipt in Commercial Transactions: New Direction Set by the Federal Court of Justice
The importance of electronic communications has steadily increased across all economic sectors in recent years. Against this backdrop, the question of when a declaration sent by email is deemed to have been received by the recipient in commercial transactions carries significant legal weight. With its decision dated June 27, 2024, the Federal Court of Justice (Case No.: VII ZR 89/21) has clarified key principles regarding the time of receipt of emails in a corporate context, thereby strengthening legal certainty for the parties involved. This new jurisprudence deserves particular attention as it impacts the structuring of daily business operations and the risk landscape in the transmission of legally relevant declarations.
Principles of Receipt: Definition and Requirements
Legal Framework for Declarations via Electronic Mail
According to established case law, a declaration of intent requiring receipt, which is transmitted via electronic communication, requires the presence of the declaration within the recipient’s sphere of control in order to be considered received. This means the recipient must, under normal circumstances, have the opportunity to take notice of it. In the context of emails as a means of communication, this particularly refers to situations where an email is stored on the recipient’s mail server and is available for retrieval.
Relevant Timing for Emails
In its decision, the Federal Court of Justice specifies that the receipt of an email in commercial transactions can in any case be assumed if the email in question is made available on the mail server used by the recipient during normal business hours. Merely transferring the email to the server outside business hours is not sufficient to effect immediate receipt. Receipt legally occurs only when business operations resume, that is, at the start of the next business day.
Electronic Commerce: Effects on Contract Formation and Deadlines
Practical Implications for Companies
Clarifying the moment of receipt has significant consequences for companies regarding the calculation of deadlines and the legally secure dispatch of time-sensitive declarations. The dispositive effect of this case law extends to areas such as terminations, notices of withdrawal, setting deadlines, as well as the receipt of contractual offers or acceptances. The risk of delayed receipt, for example due to technical disruptions, generally remains with the recipient as long as the email reaches the recipient’s digital sphere of control.
Protection of Both Parties’ Interests
With its decision, the Federal Court of Justice ensures a fair balancing of interests between sender and recipient. While the sender is not responsible for whether and when the recipient actually retrieves the email, the recipient is granted the opportunity to take note of the declaration only during business hours. Outside of these periods, the time of receipt shifts to the next possible date, which reduces the risk of the recipient being ‘caught off guard.’
Technical Requirements and Risks
Importance of Readiness to Receive for Companies
With the interpretation of receipt, the Federal Court of Justice refers to the objective standard of a regular business’s readiness to receive communications. Companies are therefore well advised to ensure the continuous and reliable operation of their mail servers, and to minimize disruptions that could lead to delayed receipt. On the other hand, individual working hours or absences are not decisive for the legal fiction of receipt.
Consideration of Technical Transmission Methods
The decision clarifies that, for determining receipt, the technical availability on the recipient’s mail server is decisive, not for example notifications on end devices or the actual reading of the message. This underlines the obligation to regularly monitor business email traffic and the importance of clearly defined business hours.
Assessment and Outlook
This decision by the Federal Court of Justice establishes a new standard for companies regarding the planning and documentation of communications via email in business transactions. The transmission of legally significant declarations thus achieves greater predictability and allows for the adjustment of internal processes in line with the current state of supreme court jurisprudence.
Source: Judgment of the Federal Court of Justice of June 27, 2024, Case No.: VII ZR 89/21, available at https://urteile.news/BGH_VII-ZR-89521_Zugang-einer-E-Mail-im-Geschaeftsverkehr-mit-abrufbereiter-Zurverfuegungstellung-auf-Mailserver-des-Empfaengers-innerhalb-der-Geschaeftszeiten~N34117.
For companies, investors, and high-net-worth individuals, legally secure structuring of declarations by email, as well as proactive risk management regarding email receipt, may be of great importance given the complexity of electronic communication. If you require support on this subject or wish to gain an individual overview of the implications of the decision, you can find a suitable contact with MTR Legal Rechtsanwalt.
