Official email from Rivian offering Binding Purchase Agreement

[Donald Stanfield]

I don't disagree. There's a relatively clear (but not easy) path to fixing this quagmire:
1) Develop a comprehensive, long term US National Energy Policy which includes EV strategy and goals.
2) Use that policy to eliminate or minimize the impact of partisan politics.

Wishful thinking, yes.

I've always felt that if the goal is to impact climate change, then it should be an income unrestricted rebate/tax credit. I hear this argument that upper income can afford it without the tax credit and don't deserve it. IMO that's missing the point. If the government's goal is to drive EV adoption, income is not the issue. In reality, upper income people are more likely to seriously consider an EV. Some people will make a VALUE decision (not AFFORDABILITY decision) with the tax credit and decide to buy the $110k Rivian EV instead of the $110K Range Rover ICE, which achieves the goal of EV adoption.

110% this. I’m going to add that every EV sold is one step closer to advancing the technology and lowering the price to a level that the average Joe can afford. First part of the adoption process from ICE to EV is to make them cool because at this stage economy of scale doesn’t really apply so they can’t make them cheap.

Making them cool allows more affluent people to buy them which allows economy of scale that both advances the technology and lowers cost. In ten years EV’s went largely from rich jerkoffs toys/ extremely limited use case daily drivers to rich jerk offs daily/ stretch purchase for the middle class daily.

If we want Widespread adoption it doesn’t make sense to alienate potential buyers especially when affluent people are still the major market. Not too many people can even consider a 100k dollar vehicle. Putting in income caps makes people like me look harder at ICE as for 100k I can buy an extremely polished and reliable vehicle as opposed to a fledgling EV.

Even at the current 80k of my config that’s what my Audi cost. So if I didn’t want the added pickup utility or the extra performance I would be better off staying with what I have. Now throw 7500 back and the EV is cheaper than my Audi and that is just one more check mark in the plus column for Rivian. For many that pushes them over from the equally priced ICE.

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[Yellow Buddy]

Instructions said to print the pdf and sign it with ink. it is not signed. It IS SIGNED by Rivian (that is important!

they have not yet processed payment. Typical of Rivian. Hopefully will see this am.

Im apparently bad at directions. I just thought it was my copy. We don’t need to send it in anywhere right?

 

[sevengroove]

Im apparently bad at directions. I just thought it was my copy. We don’t need to send it in anywhere right?

Nope, just store it for future use when filing 2022 returns. I went ahead and dropped a signature on it as well but I doubt that's necessary at this stage.

 

[IPlaw]

Odd man out here, but NOT signing (yet). Legally obligating me to purchase a $80k+ (R1S) vehicle that could be years out from delivery, has not been tested extensively out in the wild, and has numerous known issues, is a bad idea. Not a lawyer and would love one to chime in to correct me, but the way I read it is that this goes much further than losing $100. Anyone that says Rivian wouldn't force them to honor the purchase after signing this agreement, or at least forfeit your remaining $900 if you don't, doesn't know how the real world works. What if they change their minds again and jack up the price even slightly? There goes the tax credit, and there goes your $100. Don't be so sure what companies in financial distress may or may not do to survive.

The other thing is, this will potentially earn Rivian up to a $9,800,000 (98,000 pre-orders) liability draw-down on their balance sheet. I am curious why they didn't make it so you lost a $1.00 of your deposit instead. I don't know...seems like a bit of a cash grab.

I think another issue that should be considered is that even Rivian admits that the tax credit isn't guaranteed. Sure this is a long-shot potential savings of $7,500 which seems a lot, but isn't that much if you are financing the vehicle over the course of many years. Interpret the agreement how you will, but this was intentionally worded so that people rushed to sign it (as evident by the response so far on this board, and those that didn't receive it, frothing at the mouth and staying on hold for hours with customer service.). I strongly advise at least taking a beat so that someone skilled in contracts can advise us how this affects our rights regarding the vehicle purchase.

I am an attorney (and also an early pre-oder holder), and in my opinion, the Agreement that Rivian sent definitely has some issues. My impression is that Rivian was trying to do the right thing by offering customers a way to utilize the "transition rule" that is currently part of the Inflation Reduction Act, but that they also didn't want to create any obligation to fill everyone's order. This could be why section 9 of Rivian's Agreement says "while this Agreement creates a binding Order for you to purchase the Vehicle when built by Rivian, this Agreement does not create an obligation by Rivian to build the Vehicle."

As written, I'm having a hard time seeing how this Agreement would be enforceable at all. Every enforceable contract must have consideration by all parties. That means that each side must agree to do something (or not do something). So, for example, I could enter into a contract with my neighbor where we both agree to pay for half of a new fence between our properties. Or, Company A could agree to pay a disgruntled customer $100 in exchange for the customer agreeing not to sue Company A. Both sides agree to do (or not do) something, which is necessary for the contract to be enforceable. But the Rivian Agreement seems different. Under the Agreement that Rivian sent, the customer appears to be agreeing to several things, including that he/she will "purchase the Vehicle from Rivian" and that he/she allows $100 of the deposit to become non-refundable. In contrast, I'm having a hard time seeing how Rivian is agreeing to anything in this Agreement. And if that is the case, then this Agreement that Rivian sent all of us doesn't mean anything, and likely wouldn't allow anyone to use the "transition rule," since it requires a "written binding contract to purchase."

If Rivian wanted to fix this, I'm not saying they would need to agree to build the vehicle that the customer is agreeing to purchase. Consideration by Rivian could be something else, like giving the customer a $1 discount, or extending their warranty by one week.

Now, if Rivian did make some change to create an enforceable contract, then I'd have lots of questions about what the repercussions would be if a customer agrees and then backs out later. On one hand, it seems like the customer is agreeing to purchase, which suggests that backing out would be a breach of the contract. On the other hand, the language relating to the $100 deposit suggests that maybe that's all the customer is at risk of losing. I can see arguments for both sides of this, if it comes to a real legal dispute. One would also need to consider whether Rivian suffers any real loss if they are able to simply turn around and sell the vehicle to someone else (maybe even at a higher price).

Let me also make sure I say that I'm not trying to tell anyone what to do. This isn't legal advice. Everyone's situation is different. What I can say is that I have no expectation that, in my situation, signing Rivian's Agreement will provide the tax credit benefit we are all hoping for.

 

[Jac]

I wonder how much Rivian spent trying to get this out to customers so quickly... Legal team and comms team have clearly been working overtime.

In my experience the in-house talent was probably all salaried so no extra cost but I’m sure they lost some sleep. We all owe them thanks for a job well done.

 

[Cdub661]

I never received the BPA email and I never canceled and have had my R1S reservation for almost two years. So after a long hold yesterday, I finally reached an agent who assured me that I would receive the BPA email as an individual resend that day. Unfortunately I did not get the email, which is not surprising. I did use the link yesterday give here ( much appreciation for whomever provided it) and entered my name and email and it came up with the pdf. Question, if they send me the email today should I sign it? It would then possibly show one day later and the house is supposed to pass the bill today. I know its all shades of grey but I'm really frustrated.

 

[freshpow]

I am an attorney (and also an early pre-oder holder), and in my opinion, the Agreement that Rivian sent definitely has some issues. My impression is that Rivian was trying to do the right thing by offering customers a way to utilize the "transition rule" that is currently part of the Inflation Reduction Act, but that they also didn't want to create any obligation to fill everyone's order. This could be why section 9 of Rivian's Agreement says "while this Agreement creates a binding Order for you to purchase the Vehicle when built by Rivian, this Agreement does not create an obligation by Rivian to build the Vehicle."

As written, I'm having a hard time seeing how this Agreement would be enforceable at all. Every enforceable contract must have consideration by all parties. That means that each side must agree to do something (or not do something). So, for example, I could enter into a contract with my neighbor where we both agree to pay for half of a new fence between our properties. Or, Company A could agree to pay a disgruntled customer $100 in exchange for the customer agreeing not to sue Company A. Both sides agree to do (or not do) something, which is necessary for the contract to be enforceable. But the Rivian Agreement seems different. Under the Agreement that Rivian sent, the customer appears to be agreeing to several things, including that he/she will "purchase the Vehicle from Rivian" and that he/she allows $100 of the deposit to become non-refundable. In contrast, I'm having a hard time seeing how Rivian is agreeing to anything in this Agreement. And if that is the case, then this Agreement that Rivian sent all of us doesn't mean anything, and likely wouldn't allow anyone to use the "transition rule," since it requires a "written binding contract to purchase."

If Rivian wanted to fix this, I'm not saying they would need to agree to build the vehicle that the customer is agreeing to purchase. Consideration by Rivian could be something else, like giving the customer a $1 discount, or extending their warranty by one week.

Now, if Rivian did make some change to create an enforceable contract, then I'd have lots of questions about what the repercussions would be if a customer agrees and then backs out later. On one hand, it seems like the customer is agreeing to purchase, which suggests that backing out would be a breach of the contract. On the other hand, the language relating to the $100 deposit suggests that maybe that's all the customer is at risk of losing. I can see arguments for both sides of this, if it comes to a real legal dispute. One would also need to consider whether Rivian suffers any real loss if they are able to simply turn around and sell the vehicle to someone else (maybe even at a higher price).

Let me also make sure I say that I'm not trying to tell anyone what to do. This isn't legal advice. Everyone's situation is different. What I can say is that I have no expectation that, in my situation, signing Rivian's Agreement will provide the tax credit benefit we are all hoping for.

Appreciate your legal insight. Question based on the text from the bill re: transition rule:

"(1) after December 31, 2021, and before the date of enactment of this Act, purchased, or entered into a written binding contract to purchase, a new qualified plug-in electric drive motor vehicle (as defined in section 30D(d)(1) of the Internal Revenue Code of 1986, as in effect on the day before the date of enactment of this Act), and

(2) placed such vehicle in service on or after the date of enactment of this Act..."

Nowhere does it say that the contract has to be "enforceable" so does that even matter?

 

[IPlaw]

Appreciate your legal insight. Question based on the text from the bill re: transition rule:

"(1) after December 31, 2021, and before the date of enactment of this Act, purchased, or entered into a written binding contract to purchase, a new qualified plug-in electric drive motor vehicle (as defined in section 30D(d)(1) of the Internal Revenue Code of 1986, as in effect on the day before the date of enactment of this Act), and

(2) placed such vehicle in service on or after the date of enactment of this Act..."

Nowhere does it say that the contract has to be "enforceable" so does that even matter?

Good question. If an agreement isn't enforceable, then it isn't a contract (and certainly not a binding contract).

 

[Speedrye]

I am an attorney (and also an early pre-oder holder), and in my opinion, the Agreement that Rivian sent definitely has some issues. My impression is that Rivian was trying to do the right thing by offering customers a way to utilize the "transition rule" that is currently part of the Inflation Reduction Act, but that they also didn't want to create any obligation to fill everyone's order. This could be why section 9 of Rivian's Agreement says "while this Agreement creates a binding Order for you to purchase the Vehicle when built by Rivian, this Agreement does not create an obligation by Rivian to build the Vehicle."

As written, I'm having a hard time seeing how this Agreement would be enforceable at all. Every enforceable contract must have consideration by all parties. That means that each side must agree to do something (or not do something). So, for example, I could enter into a contract with my neighbor where we both agree to pay for half of a new fence between our properties. Or, Company A could agree to pay a disgruntled customer $100 in exchange for the customer agreeing not to sue Company A. Both sides agree to do (or not do) something, which is necessary for the contract to be enforceable. But the Rivian Agreement seems different. Under the Agreement that Rivian sent, the customer appears to be agreeing to several things, including that he/she will "purchase the Vehicle from Rivian" and that he/she allows $100 of the deposit to become non-refundable. In contrast, I'm having a hard time seeing how Rivian is agreeing to anything in this Agreement. And if that is the case, then this Agreement that Rivian sent all of us doesn't mean anything, and likely wouldn't allow anyone to use the "transition rule," since it requires a "written binding contract to purchase."

If Rivian wanted to fix this, I'm not saying they would need to agree to build the vehicle that the customer is agreeing to purchase. Consideration by Rivian could be something else, like giving the customer a $1 discount, or extending their warranty by one week.

Now, if Rivian did make some change to create an enforceable contract, then I'd have lots of questions about what the repercussions would be if a customer agrees and then backs out later. On one hand, it seems like the customer is agreeing to purchase, which suggests that backing out would be a breach of the contract. On the other hand, the language relating to the $100 deposit suggests that maybe that's all the customer is at risk of losing. I can see arguments for both sides of this, if it comes to a real legal dispute. One would also need to consider whether Rivian suffers any real loss if they are able to simply turn around and sell the vehicle to someone else (maybe even at a higher price).

Let me also make sure I say that I'm not trying to tell anyone what to do. This isn't legal advice. Everyone's situation is different. What I can say is that I have no expectation that, in my situation, signing Rivian's Agreement will provide the tax credit benefit we are all hoping for.

Pretty much the same conclusion I came to. Worth a shot anyway, but I don't see it standing up to scrutiny.

Appreciate your legal insight. Question based on the text from the bill re: transition rule:

"(1) after December 31, 2021, and before the date of enactment of this Act, purchased, or entered into a written binding contract to purchase, a new qualified plug-in electric drive motor vehicle (as defined in section 30D(d)(1) of the Internal Revenue Code of 1986, as in effect on the day before the date of enactment of this Act), and

(2) placed such vehicle in service on or after the date of enactment of this Act..."

Nowhere does it say that the contract has to be "enforceable" so does that even matter?

That would be the "binding" part of the contract.

 

[R1Sfamily]

Anyone with a reinstated pre-order receive any communication regarding Binding Purchase Agreement?

Got an email this morning and completed the BPA. Asks you to update payment on your account and they will process payment to make it binding. Thanks to the Rivian team for getting that done so fast (coding the new feature and payment processing).

 

[zipzag]

I am an attorney (and also an early pre-oder holder), and in my opinion, the Agreement that Rivian sent definitely has some issues. My impression is that Rivian was trying to do the right thing by offering customers a way to utilize the "transition rule" that is currently part of the Inflation Reduction Act, but that they also didn't want to create any obligation to fill everyone's order. This could be why section 9 of Rivian's Agreement says "while this Agreement creates a binding Order for you to purchase the Vehicle when built by Rivian, this Agreement does not create an obligation by Rivian to build the Vehicle."

As written, I'm having a hard time seeing how this Agreement would be enforceable at all. Every enforceable contract must have consideration by all parties. That means that each side must agree to do something (or not do something). So, for example, I could enter into a contract with my neighbor where we both agree to pay for half of a new fence between our properties. Or, Company A could agree to pay a disgruntled customer $100 in exchange for the customer agreeing not to sue Company A. Both sides agree to do (or not do) something, which is necessary for the contract to be enforceable. But the Rivian Agreement seems different. Under the Agreement that Rivian sent, the customer appears to be agreeing to several things, including that he/she will "purchase the Vehicle from Rivian" and that he/she allows $100 of the deposit to become non-refundable. In contrast, I'm having a hard time seeing how Rivian is agreeing to anything in this Agreement. And if that is the case, then this Agreement that Rivian sent all of us doesn't mean anything, and likely wouldn't allow anyone to use the "transition rule," since it requires a "written binding contract to purchase."

If Rivian wanted to fix this, I'm not saying they would need to agree to build the vehicle that the customer is agreeing to purchase. Consideration by Rivian could be something else, like giving the customer a $1 discount, or extending their warranty by one week.

Now, if Rivian did make some change to create an enforceable contract, then I'd have lots of questions about what the repercussions would be if a customer agrees and then backs out later. On one hand, it seems like the customer is agreeing to purchase, which suggests that backing out would be a breach of the contract. On the other hand, the language relating to the $100 deposit suggests that maybe that's all the customer is at risk of losing. I can see arguments for both sides of this, if it comes to a real legal dispute. One would also need to consider whether Rivian suffers any real loss if they are able to simply turn around and sell the vehicle to someone else (maybe even at a higher price).

Let me also make sure I say that I'm not trying to tell anyone what to do. This isn't legal advice. Everyone's situation is different. What I can say is that I have no expectation that, in my situation, signing Rivian's Agreement will provide the tax credit benefit we are all hoping for.

Fortunately "binding written contract" is apparently written into the Act. The IRS looks at intention. The intention of the language in the ACT is to allow in-process buyers the credit they anticipated.

Also fortunately for 2023 buyers is having the 2022 buyers file a year ahead of us

I put the probability of the tax credit being allowed at 90%. If the act doesn't have language for in-process buyers I would be considerably more dubious.

 

[brancky3]

I put the probability of the tax credit being allowed at 90%. If the act doesn't have language for in-process buyers I would be considerably more dubious.

Hopefully I get my R1T in 2022 anyway so I won't have to worry. My delivery estimate was December 2022 - January 2023 and my truck just went into 'selected_for_fulfillment' this week.

 

[GreenOptimist]

Thanks for this. I was waiting for a chat, was stuck at #14 for about 30 minutes, and then had the chat kick me out. Chat is no longer available.

Just heard back and was given via support a link to follow to fill out the form. They asked me to do it 2X (one per order) and to save a signed copy (same instructions as for everyone else). I'd suggest reaching out to support so they can share your link with you as well.

Edit: Also had to re-add my CC in my Rivian profile, so I'd confirm that too.

 

[Cdub661]

I never received the BPA email and I never canceled and have had my R1S reservation for almost two years. So after a long hold yesterday, I finally reached an agent who assured me that I would receive the BPA email as an individual resend that day. Unfortunately I did not get the email, which is not surprising. I did use the link yesterday give here ( much appreciation for whomever provided it) and entered my name and email and it came up with the pdf. Question, if they send me the email today should I sign it? It would then possibly show one day later and the house is supposed to pass the bill today. I know its all shades of grey but I'm really frustrated.

Update: After another hour on hold I was given the same generic link to sign the document that had been give here yesterday. Since it is the same link and not specific to me I decided not to sign it again. Hope that is the right decision but who knows.

 

[zipzag]

I'm a "reinstated" buyer and I got the contract email last night.

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