Is the Confidentiality Disclaimer at the Bottom of an Email Legally Binding?

iStock/Mlenny
iStock/Mlenny

For most of us, a day doesn’t go by without receiving a notice that “This email and attached documents may contain confidential information” and that you’re not authorized to read it if you aren’t the intended recipient. Anyone who has ever received one of these has probably wondered: How legally binding are these boilerplates?

The answer is: not very—though that’s not the entire story.

It’s generally agreed by legal experts that the generic boilerplate at the end of many emails has no legal weight behind it. It’s attempting to create a contract, but for a contract to apply both parties need to agree, which doesn’t happen in this case. At best it may make people paranoid about sharing your email and have an effect that way, although not necessarily through the power of law.

One case followed a doctor looking into suing his employer. Perhaps foolishly, the doctor emailed his lawyer from his work email, meaning that the employer felt that any confidentiality had been waived by use of the work email. The doctor disagreed and went to court. Part of the case was that every email sent by the law firm had the same standard disclaimer, but on that point the court ruled “[the law firm’s] pro forma notice at the end of the e-mail is insufficient and not a reasonable precaution to protect its clients.”

And their scope can be limited. One famous case seeking a protective order involved an extremely threatening email that included lines such as “Your most determined, unstoppable, and visceral enemy,” ending with "DISCLAIMER: Not one word herein should be construed by anyone as meaning violent or threatening intentions, and instead the entire contents is to be taken by the strict literary meaning. There have not been, and will be any elucidated threats of violence or intent, either expressed or implied, within the entirety of this document.” The court was unimpressed, granting the protective order and explaining "You can't send documentation of both a threatening and harassing manner and then think that you can get away with that by simply putting a disclaimer on it."

SHOULD I HAVE ONE?

This is not to say it’s useless to put a disclaimer on your emails, particularly with professional correspondence. In 2011 a lawsuit dealt in part with whether a customer list was a confidential trade secret. To maintain a trade secret, you need to take “reasonable efforts” to protect it. And the court determined that for a slew of reasons this customer list didn’t qualify as a trade secret. One of the issues brought up by the judge—though by no means the only one—was that the customer lists were sent to the other party on multiple occasions, and “The emails contain no disclaimer about the confidentiality of the materials attached.” That’s not to say the sending party would have been protected had they included the disclaimer, but the lack of one was a knock against them.

Disclaimers can also protect against contracts being formed. In one case, a real estate investor contacted a bank to inquire about some properties for sale. They signed a negotiation agreement acknowledging that email messages wouldn’t be considered binding. Over email he then made an offer, the bank made a counteroffer, and the investor agreed. The officer at the bank, however, had a disclaimer explaining that any price or term mentioned was not binding until the executive management committee signed off. Eventually the bank declined the agreement and the investor sued arguing breach of contract. The court ultimately ruled “in light of the e-mail disclaimers and the negotiation agreement [the investor] signed, any belief he had that his e-mailed acceptance of the counteroffer had created a binding contract was unreasonable.”

SO WHAT TO DO?

If you want to make your disclaimers count, and have a fighting chance in court if the situation arises, experts have a few suggestions. According to the law firm Reid & Hellyer, “To maximize the chances that such a disclaimer might be found effective, it may be better practice to place it at the beginning, not the end, of an email. However, if one were to do that for all e-mails sent, one might wonder if one really meant for the disclaimer to apply. It might be better practice to use disclaimers sparingly to certain particular emails only, not to every email sent.” But it’s probably best not to count on it to get you out of a jam.

*Disclaimer: this is not intended as a substitute for legal advice. Please consult a lawyer first!

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What's the Difference Between Stuffing and Dressing?

iStock
iStock

For carbohydrate lovers, nothing completes a Thanksgiving meal quite like stuffing—shovelfuls of bread, celery, mushrooms, and other ingredients that complement all of that turkey protein.

Some people don’t say stuffing, though. They say dressing. In these calamitous times, knowing how to properly refer to the giant glob of insulin-spiking bread seems necessary. So what's the difference?

Let’s dismiss one theory off the bat: Dressing and stuffing do not correlate with how the side dish is prepared. A turkey can be stuffed with dressing, and stuffing can be served in a casserole dish. Whether it’s ever seen the inside of a bird is irrelevant, and anyone who tells you otherwise is wrong and should be met with suspicion, if not outright derision.

The terms are actually separated due to regional dialects. Dressing seems to be the favored descriptor for southern states like Mississippi, Tennessee, South Carolina, and Georgia, while stuffing is preferred by Maine, New York, and other northern areas. (Some parts of Pennsylvania call it filling, which is a bit too on the nose, but to each their own.)

If stuffing stemmed from the common practice of filling a turkey with carbs, why the division? According to HuffPost, it may have been because Southerners considered the word stuffing impolite, and therefore never embraced it.

While you should experience no material difference in asking for stuffing or dressing, when visiting relatives it might be helpful to keep to their regionally-preferred word to avoid confusion. Enjoy stuffing yourselves.

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Why Do Tires Have to Be Filled With Air?

BookyBuggy/iStock via Getty Images
BookyBuggy/iStock via Getty Images

Paul Misencik:

This is an issue that has perplexed me for most of my life, because pneumatic tires filled with air seem like the last anachronistic, 19th-century component of a modern automobile, and an idea which should have disappeared many decades ago. In an era where even the internal combustion engine itself is giving way to electric motors, and where a new economy hatchback has exponentially more computing power than the Space Shuttle, pneumatic tires don’t seem to make sense any longer.

(And before I get flamed, I know modern tires are vastly more advanced and reliable and capable than their 1930s counterparts. Blowouts, which were a common occurrence when I was a kid, are pretty much unheard of today. Modern tires are great, but they are still vulnerable and maintenance-intensive in a way that doesn’t make any sense to me.)

Companies have experimented with non-pneumatic passenger vehicle tires in the modern age—one of the primary drivers was Michelin. But the tires weren’t filled with solid rubber. In fact, they didn’t even have sidewalls. They were open on the sides, and they had a support lattice of structural polyester ribs, with a ton of air space between the contact patch and the (now deformable) wheel.

One of the big problems with switching from pneumatic tires to non-pneumatic tires is the fact that the current air-filled tire is an important component of the suspension of a vehicle. The flex in the sidewall is a critical part of the compliance of the suspension and substantially affects a vehicle's ride and handling. (Which is why race car drivers sweat tire pressures at each corner of the vehicle so much, as even a small change in tire pressure can have a big effect on the handling and grip of a vehicle.)

If a company like Michelin wants to make a non-pneumatic tire, they'll improve their chances of finding success with it if the new design mimics the compliance and flex characteristics of the outgoing, air-filled models as closely as possible. That way, Michelin would be able to sell the new, non-pneumatic design as a retrofit to older vehicles whose suspensions were originally designed with pneumatic tires in mind. And that is hugely important because if they can’t, it becomes much more difficult to convince manufacturers to change over to the new design—particularly after the mild debacle of Michelin’s failed “TRX” metric tire idea of the 1980s, which required the use of a special wheel and which, despite being by most accounts a superior design in almost every way, never really took off. (Owners of 1980s Ferrari 512 Berlinetta Boxers and some Saab 900 turbos will know what I’m talking about here.)

Non-pneumatic Michelin tires are also rather weird looking, and it’s not clear which manufacturers, if any, would take the risk of being the first to offer them on a new car.

So that is the real issue: Any non-pneumatic tire design must be not only clearly superior to the pneumatic designs of the past, but it must be functionally identical to the outgoing models they would replace, and they must be visually acceptable to consumers.

I hope it happens, though. I hope someone cracks the nut. Pneumatic tires are a 19th-century application still being used on 21st-century vehicles, and at some point that needs to change.

This post originally appeared on Quora. Click here to view.

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