Shorter Reads

Email (House) Chain

1 minute read

Published 2 October 2019

Share

Key information

  • Services
  • Commercial disputes
  • Dispute Resolution

In a recent case (Neocleous v Rees [2019] EWHC 2462 (Ch)), the Court held that a binding contract for the disposition of land could be formed by a string of emails signed with a solicitor’s email signature.

A contract for the sale of land must include: offer, acceptance, consideration and intention to create legal relations (section 2 of the Law of Property (Miscellaneous Provisions) 1989 Act). It must also be in writing, incorporate all the terms that the parties have expressly agreed and must be signed by or on behalf of each party.

In the case of the present email chain, the lawyers identified the land and included an agreed price. The key decision for the court was whether the emails were signed for the purpose of a sale of land contract. The Court held that that the emails were signed by the automatically generated email signature included at the bottom of emails. For these purposes, the Court held that the necessary requirements were met for the sale of land and to create a contract which was binding between their clients.

The Defendant argued that the signature requirement had not been met. It was argued that because the email signature was automatically generated, it was not sufficient to bind a party to a contract. The Court rejected this argument.

In support of its decision, the Court referred to a Law Commission consultation document on Electronic execution of documents, where it was stated (in a provisional view supported by case law) that an electronic signature is capable of meeting a statutory requirement for a signature if an ‘authenticating intention’ can be demonstrated.

The Court noted that the ‘ordinary meaning’ of the word signature has changed and that the Court should be guided by recent case law and the Law Commission report.

In this case, the Court considered that the email footer was sufficient to act as signing for the following reasons:

  • The footer was present because of a conscious decision to insert the contents;
  • the sender was aware that their name was being applied as a footer (and the sender could presume this);
  • the use of ‘Many thanks’ before the footer, showed an intention to connect the name with the contents of the email; and
  • the name and contact details in the signature was in the conventional style of a document signature .

The offer which was the subject of the email chain came as a settlement for a dispute involving a right of way. It is important to note that the Defendant client had given the solicitor instructions to accept the offer. The Defendant later attempted to renege on this settlement due to a technical difficulty in vacating a subsequent court hearing.

Conclusion

There is arguably little danger in allowing contracts to be formed in this manner, as in the present case it can be shown that there was intention to create such a contract, it was in writing and it was concluded by a sign off from a solicitor.

In this instance, as considered by the Court in the case, this interpretation is in line with the policy decision behind the 1989 Act, to avoid uncertainty.

Though we should note the Court’s evolving view of signatures and be wary of what may constitute a signed and binding agreement.

https://www.bailii.org/ew/cases/EWHC/Ch/2019/2462.html#back1

Message us on WhatsApp

Related latest updates
PREV NEXT

Arrow Back to Insights

Shorter Reads

Email (House) Chain

Published 2 October 2019

Associated sectors / services

In a recent case (Neocleous v Rees [2019] EWHC 2462 (Ch)), the Court held that a binding contract for the disposition of land could be formed by a string of emails signed with a solicitor’s email signature.

A contract for the sale of land must include: offer, acceptance, consideration and intention to create legal relations (section 2 of the Law of Property (Miscellaneous Provisions) 1989 Act). It must also be in writing, incorporate all the terms that the parties have expressly agreed and must be signed by or on behalf of each party.

In the case of the present email chain, the lawyers identified the land and included an agreed price. The key decision for the court was whether the emails were signed for the purpose of a sale of land contract. The Court held that that the emails were signed by the automatically generated email signature included at the bottom of emails. For these purposes, the Court held that the necessary requirements were met for the sale of land and to create a contract which was binding between their clients.

The Defendant argued that the signature requirement had not been met. It was argued that because the email signature was automatically generated, it was not sufficient to bind a party to a contract. The Court rejected this argument.

In support of its decision, the Court referred to a Law Commission consultation document on Electronic execution of documents, where it was stated (in a provisional view supported by case law) that an electronic signature is capable of meeting a statutory requirement for a signature if an ‘authenticating intention’ can be demonstrated.

The Court noted that the ‘ordinary meaning’ of the word signature has changed and that the Court should be guided by recent case law and the Law Commission report.

In this case, the Court considered that the email footer was sufficient to act as signing for the following reasons:

  • The footer was present because of a conscious decision to insert the contents;
  • the sender was aware that their name was being applied as a footer (and the sender could presume this);
  • the use of ‘Many thanks’ before the footer, showed an intention to connect the name with the contents of the email; and
  • the name and contact details in the signature was in the conventional style of a document signature .

The offer which was the subject of the email chain came as a settlement for a dispute involving a right of way. It is important to note that the Defendant client had given the solicitor instructions to accept the offer. The Defendant later attempted to renege on this settlement due to a technical difficulty in vacating a subsequent court hearing.

Conclusion

There is arguably little danger in allowing contracts to be formed in this manner, as in the present case it can be shown that there was intention to create such a contract, it was in writing and it was concluded by a sign off from a solicitor.

In this instance, as considered by the Court in the case, this interpretation is in line with the policy decision behind the 1989 Act, to avoid uncertainty.

Though we should note the Court’s evolving view of signatures and be wary of what may constitute a signed and binding agreement.

https://www.bailii.org/ew/cases/EWHC/Ch/2019/2462.html#back1

Associated sectors / services

Need some more information? Make an enquiry below.

    Subscribe

    Please add your details and your areas of interest below

    Specialist sectors:

    Legal services:

    Other information:

    Jurisdictions of interest to you (other than UK):

    Enjoy reading our articles? why not subscribe to notifications so you’ll never miss one?

    Subscribe to our articles

    Message us on WhatsApp (no calls)

    Please note that Collyer Bristow provides this service during office hours for general information and enquiries only and that no legal or other professional advice will be provided over the WhatsApp platform. Please also note that if you choose to use this platform your personal data is likely to be processed outside the UK and EEA, including in the US. Appropriate legal or other professional opinion should be taken before taking or omitting to take any action in respect of any specific problem. Collyer Bristow LLP accepts no liability for any loss or damage which may arise from reliance on information provided. All information will be deleted immediately upon completion of a conversation.

    I accept Close

    Close
    Scroll up
    ExpandNeed some help?Toggle

    Get in touch

    Get in touch using our form below.