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Contracting by Email

It is not uncommon in business for contracts to be concluded by email. It must happen thousands of times every day. What is uncommon is for contracts relating to land being concluded in this way, because of section 2 of the Law of Property (Miscellaneous Provisions) Act 1989.

It is generally accepted these days that emails count as writing for the purpose of contracts (but beware those contracts which specifically exclude email as writing / written).This simply reflects modern day commerce and the need for speed.

However, special rules apply in connection with contracts for the sale (or other disposition) of an interest in land because of Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989, which provides that a contract for the sale of land can only be made in writing and must be signed by or on behalf of each party to the contract.

Does an automatically generated email footer stating the name, occupation, role and contact details (but not an actual electronic signature) of the author of an email count as a signature?

His Honour Judge Pearce recently considered this issue in Neocleous & Anor v Rees [2019] EWHC 2462 (Ch)

The facts.

There was a dispute between neighbouring land owners that was heading to a hearing. Solicitors were instructed on both sides. Shortly before the hearing solicitor A made an offer via email to Solicitor B to settle the dispute on certain terms.

Solicitor B replied by email accepting the offer. The email sign off was in the form of:

John Smith

Solicitor and Director

For and on behalf of X and Co solicitors

However, there was no actual electronic ‘manuscript’ signature. For whatever reason, the defendant sought to argue that no settlement had been reached and amongst other points claimed that the acceptance email was not signed and so no binding settlement existed.

The decision.

The Judge commented that the defendant’s argument was unattractive. It was a question of whether or not ‘the name was applied with authenticating intent’.  Here, the judge was clear that, ‘the presence of the name indicates a clear intention to associate oneself with the email – to authenticate it or to sign it’. The defendant’s argument therefore failed.

This blog was written by:  Michael Stewart

DISCLAIMER: Please note that this post sets out the general position under the general law. It should not be acted upon in any specific circumstances without taking specific legal advice as to those circumstances. Also, it should not be relied upon, acted upon or treated as a substitute for specific advice relevant to particular circumstances. If you do require specific advice please contact us for assistance.