In the recent case of Neocleous v Rees , the County Court in Manchester has found that an automatically generated email footer containing the name and contact details of the sender constituted a signature for the purposes of section 2(3) of the Law of Property (Miscellaneous Provisions) Act 1989.
This article starts with a dispute in the First Tier Tribunal where Mr and Mrs Neocleous (Claimants) and Ms Christine Rees (Defendant) were involved in a dispute regarding a right of way.
It was in respect of settlement discussions by the respective solicitors on behalf of each of the parties that the issue regarding email sign-offs arose.
On 9 March 2018, the Defendant’s solicitor wrote to the Claimants' solicitor to confirm terms which had been agreed on an earlier telephone call. The email was ended:
“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.
Many thanks David Tear
Solicitor and Director
For and on behalf of AWB Charlesworth Solicitors”
(Contact details for Mr Tear)
Mr Tear’s details, including his name and contact details were all added automatically to the end of the email by Microsoft Outlook. It is probably an automatic email signature that many solicitors and others use as standard.
On 12 March 2018, the Claimant’s Solicitor, Mr Wise, responded to the Defendant’s email stating:
“Thank you for your email and I confirm my agreement with its contents.
Kind regards Daniel
Daniel Wise – Associate
Dispute Resolution for and on behalf of Slater Heelis LLP”
(Contact details for Mr Wise)
The Trial was then vacated but a signed Consent Order setting out the terms of settlement was never agreed. Despite the agreement which had been reached in these emails, the Defendant requested that the Court re-open the matter and list a hearing to consider the right of way.
The Claimants subsequently brought proceedings seeking specific performance of the alleged contract of compromise contained in the string of emails sent by the parties' solicitors between 9th and 12th March 2018.
It was common ground that as the alleged contract of compromise involved the disposition of an interest in land, it must satisfy the formality requirements set out in section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A).
This provides that such contracts must:
- be in writing;
- incorporate all the terms that the parties have expressly agreed in one document or, where contracts are to be exchanged, in each document; and
- be signed by or on behalf of each party to the contract.
The Claimant argued that these requirements were met on the basis that the series of emails between the parties' solicitors amounted to a single document that was signed on the Defendant’s behalf by her solicitor, Mr Tear, through the automatic generation of his name, occupation, role and contact details in the footer at the bottom of the chain of emails.
The court found that the relevant email had been signed on the Defendant’s behalf in accordance with the requirements of section 2 of the LP(MP)A and that the Claimant was entitled to specific performance of the contract of compromise accordingly.
The court reasoned that many ordinary people would consider that what was produced when you stored a name in the Microsoft Outlook "Signature" function was indeed a "signature". While the email footer was created "automatically" in that it was added to every email sent by the Defendant’s Solicitor without any action on his part; creating that rule and adding the necessary information in the Outlook settings was a conscious action of intending to authenticate those emails.
The fact that the Defendant’s Solicitor had used the words "Many Thanks" before the footer showed an intention to connect his name with the contents of the email.
The presence of the name and contact details at the end of the document was in the conventional style of a signature.
What can we learn from this case?
This is a county court ruling and therefore will not be binding in subsequent county court decisions or those of the higher courts. However, this decision seems to be in keeping with the approach now adopted by the Law Commission in its 2018 consultation paper on electronic execution. As such, it seems likely we will continue to see similar decisions being reached if the matter of electronic signatures does come before the courts again.
Parties negotiating agreements by email should therefore be aware of the possibility that an automated signature added by their email software could be capable of having a binding effect.
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