1 October 2019

Can your email footer double up as your signature?

Charlotte Ross discusses the recent decision in Neocleous v Rees [2019] EWHC 2462 (Ch).

Contracts for the sale of land must meet a number of formal requirements. As well as being in writing, and incorporating all terms in one document, the contract must also be "signed by or on behalf of each party to the contract". The various formalities are set out in section 2 of the Law of Property (Miscellaneous Provisions) Act 1989.

The County Court was recently asked to consider whether an automatically generated email footer (containing the sender's name, occupation, role and contact details)  was adequate to render the document "signed" for the purposes of section 2 of the Act. Despite being the subject of much discussion, the Courts had never previously decided the point.

The Court's decision was that the email footer was a signature. The presence of the sender's name within the email footer indicated a clear intention to authenticate or "sign" the email. The fact that the footer was automatically applied did not alter the Court's view- it was there because of a conscious decision to put it there, and the sender of the email would have known that their name would appear at the bottom of the email.

In this case, it was also common ground that the parties had intended to contract with one another at the time that the emails were sent. So, as a result of the Court's decision, a binding contract was created by the chain of emails.

Most of us who are engaged in discussion terms for property transactions by email will not intend the emails themselves to be binding. This decision serves as a reminder to make this clear. Inserting "subject to contract" or similar words at the top of each email should help to avoid any similar unintended consequences.

Charlotte is a senior associate in our Property Litigation team.

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