Basis Technology Corp. v., Inc.

Basis Technology Corp. v. Amazon.Com, Inc., No. 06-P-1048, Appeals Ct. MA, 2008: Plaintiff successfully argued that an enforceable settlement had been reached via e-mail exchanges that were read for the record in court.

Issue: The enforceability of a disputed mid-trial settlement agreement

Case Details

  • Plaintiff sued Amazon and parties entered into a settlement agreement:
    • Important to note: parties came to agreement via e-mail exchanges and read the agreement for the record in court; court ordered parties to formalize agreement to be filed with court within 30 days, and parties ended up disagreeing on the terms and were unable to formalize for filing.
  • Plaintiff moved to enforce agreement and Amazon opposed.
  • Court ruled the e-mail settlement terms to be a valid and binding agreement. She entered judgment in favor of Basis for specific enforcement of the settlement terms. The judge deleted one term and made minor changes to others.
  • Amazon appealed enforcement of agreement.

Plaintiff’s Argument

  • Plaintiff and Amazon had a contract where Plaintiff was to provide certain limited services to Amazon, and Amazon held a certain amount of Plaintiff’s stock which was subject to the protection of antidilution.
  • Plaintiff sued Amazon for breach of fiduciary duty, quantum meruit, and violations for nonpayment for “out of scope” work.
  • Plaintiff argued agreement via email exchanges and read in open court was enforceable against Amazon.

Amazon’s Argument

Appealed enforcement of settlement upon two grounds:

  1. The e-mail exchanges did not create a complete and unambiguous agreement; and
  2. Amazon had not intended to be bound by the e-mail terms at the time of their exchange.
Basis Technology Corp. v., Inc.

Summary and Conclusion

Court upheld that e-mail constituted a sufficiently complete and unambiguous settlement, and that both parties intended to be bound by that communication of settlement terms.