Careful now, UK court ruling says email signature blocks can sign binding contracts
Which cost Lake District land seller £25,000
Your work email signature block can be used to form a binding and legal contract, the Manchester County Court has ruled – costing an unfortunate land seller £25,000 from her hoped-for sale price.
In a 2016 property dispute over a boat jetty and linked plot of land by Lake Windermere, one side's solicitor sent a reply to the other side's lawyers agreeing to a suggestion they made while negotiating the contract.
The dispute was between a pair of Windermere locals, Stavros and Kalliroy Neocleous, and Christine Rees. The Neocleouses owned a jetty that could only be accessed by crossing Rees' land. They tried to register a legal right of way to cross her land and she objected. After some toing and froing, they agreed in principle that Rees would sell part of her land to the Neocleouses.
Then came the lawyers' involvement. Solicitor David Tear of AWB Charlesworth Solicitors, for Rees, emailed an affirmative reply to the Neocleouses' lawyers in response to some suggested contract changes. He sent his email complete with a standard footer: name, job title, name of firm and contact details.
Further to our telephone conversation I am pleased to confirm that terms of settlement between our respective clients have been reached on the following basis:
(1) Your clients will pay to my client the sum of £175,000 (one hundred and seventy five thousand pounds - "the Settlement Sum") for the transfer of my client's jetty/boat landing plot/mooring (which is contained within title number CU67453) ("the Land") to Mr & Mrs Neocleous and the release of my client's right to pass and re-pass over the land used as a road and coloured brown on the conveyance dated 1 June 1945 between Poole (1) and Wootton (2) ("the Release").
[more legal terms]
I would be grateful if you would acknowledge receipt of this email and confirm your agreement to the above in order that I can then advise the Tribunal.
Solicitor and Director
For and on behalf of AWB Charlesworth Solicitors
Daniel Wise of Salter Heelis Solicitors, for the Neocleouses, replied and agreed.
Those two emails, the Neocleouses argued, were a binding agreement to the contract and thus the sale of the land by their jetty. Unfortunately for Rees, that meant she had agreed to a sale price of £175,000 – and not the £200,000 she was evidently holding out for. Tear later emailed all involved to say the contract had not been finalised by these two emails.
To sign, or not to sign; that is the question
In the court earlier this year, the two sides ended up arguing about whether the inclusion of a name in the email footer counts as a signature, in legal terms. Section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989 says that any contract for the sale of land can only be concluded in writing. Case law says that writing must include both sides' signatures.
"The purported signature of the solicitor on behalf of the defendant was by 'automatic' generation of his name, occupation, role and contact details at the foot of an email," observed His Honour Judge Pearce, sitting at Manchester Civil Justice Centre.
In a witness statement disputing this, Tear said: "I do not believe that the parties concluded a settlement agreement. They failed to agree all terms and to condense those terms into a single document that was then signed by the parties or their representatives."
Pearce pondered the legal technicalities of typing one's name out in an email rather than having it included by an automatic signature block and eventually concluded: "Looked at objectively, the presence of the name indicates a clear intention to associate oneself with the email – to authenticate it or to sign it.
"There is," the judge continued, "good reason to avoid an interpretation of what is sufficient to render a document 'signed' for the purpose of Section 2 where that interpretation may have the effect of introducing uncertainty and/or the need for extrinsic evidence to prove the necessary intent."
In other words, there's no point opening a can of legal worms that could let chancers squirm out of legal obligations by claiming they "accidentally" put their names to things they say by email.
The judge added: "The use of the words 'Many Thanks' before the footer shows an intention to connect the name with the contents of the email."
Rees was ordered to sell her plot of land for £175,000. Be careful what you add your signature block to. ®