Automatically generated email signature creates a valid contract for the sale of land

Mr and Mrs Neocleous and Ms Rees had been involved in a dispute in relation to access to a plot of land forming part of a property known as Wilders’ Wood. Wilders’ Wood was owned by Ms Rees and was situated at the edge of Lake Windermere. The plot was only accessible on land by crossing the property belonging to Mr and Mrs Neocleous, and Ms Rees maintained she had a right of way. Mr and Mrs Neocleous disputed and, it was alleged, prevented access. The matter was due to be heard by the First Tier Tribunal but during settlement negotiations it was agreed that Mr and Mrs Neocleous would buy the plot of land for £175,000.

The settlement terms were recorded by exchange of emails between the parties’ solicitors. However, some time then passed and Ms Rees sought to have the matter re-listed before the Tribunal. Mr and Mrs Neocleous argued that the email exchange was a binding contract of compromise and brought proceedings for specific performance.

As the contract involved the disposition of land, the email exchange had to comply with the requirements of s 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (the 1989 Act). In dispute was whether the ‘automatic’ generation of Ms Rees’s solicitor’s name, occupation, role and contact details at the foot of an email meant there was a contract which had been signed “by or on behalf of each party to the contract” in accordance with the requirements of the 1989 Act.

The County Court held that the email footer was a sufficient act of signing and the requirements of the 1989 Act had been met, the judge commenting that:

• the ordinary usage of words has a tendency to develop and “many an ‘ordinary person’ would consider that what is produced when one stores a name in the Microsoft Outlook ‘Signature’ function with the intent that it is automatically posted at the bottom of every email is indeed a ‘signature’”. However, the “sounder guide” to whether it is in fact a signature is whether the name was applied “with authenticating intent”. In this case the solicitor had added the words ‘Many Thanks’ at the end of the text. The judge noted that “the manual typing rather than automatic inclusion of the words ‘Many Thanks’ at the end of the email strongly suggests that the author is relying on the automatic footer to sign off his name”;
• the recipient of an email has no way of knowing whether a signature is added automatically or manually and that “the presence of the name indicates a clear intention to associate oneself with the email – to authenticate it or to sign it”; and
• the footer is only present because of a conscious decision to insert its contents (whether as a decision in that particular case or a more general decision to add the footer in all cases) and the sender is aware their name is being applied as a footer.

As the contract has been signed and it was not in dispute that the solicitor had Ms Rees’s authority when the email was sent, there was contractual intention and the exchange incorporated the terms of the agreement, Mr and Mrs Neocleous were granted an order for specific performance.

Comment

The decision is of interest for a number of reasons: (1) it is a reminder that a signature footer in an email can be a signature if it is affixed with an authenticating intention and this decision will no doubt be cited with approval in discussions about electronic signing; (2) it makes it clear that the automatic inclusion of a signature footer by the operation of Microsoft Outlook does not make the footer any less valid a signature than if it had been included manually; and (3) it demonstrates the need for care in exchanges of emails when the context may give rise to an argument that a binding contract has been entered into (and the insertion of the words ‘Subject to Contract’ in the title may be desirable in appropriate situations).

Neocleous v Rees [2019] EWHC 2462 (Ch)