An automatic email footer can make a contract binding

In a recent residential dispute (Neocleous v. Rees), a land seller in the Lake District lost £25,000 when her solicitor sent an automatically signed email to her opponent’s solicitor agreeing to a sale price lower than the one she had intended.

The case originated in 2016 as a residential matter between two households – Stavros and Kalliroy Neocleous, and Christine Rees – with Rees agreeing to sell a portion of her land so that the Neocleouses could access their jetty more easily.

The dispute arose when David Tear, Rees’s solicitor, sent an email to Daniel Wise, acting for the Neocleouses, confirming the terms of settlement that he understood their respective clients to have agreed upon: that the Neocleouses would pay Rees £175,000 for the purchase of her land by the jetty. Wise then replied in an email agreeing to these terms.

Tear later sent out an email saying that the contract had not been finalised by these two emails, but Wise then took Tear to Court, arguing that the two emails did constitute a legally binding agreement, and therefore Rees was now obliged to sell her land for £175,000 – a price £25,000 less than the one she had intended.

According to the Law of Property (Miscellaneous Provisions) Act 1989, any contract regarding the sale of land must be made in writing in order to be legally binding; according to case law, such a contract must also include the signatures of both parties. 

The dispute lay in whether an automatic email footer – or indeed any non-handwritten use of one’s name – constitutes a signature and thereby renders an exchange of emails a legally binding contract.

The Court considered a 1995 case (Firstpost Homes Ltd v Johnson) in which the Court ruled that a signature should be ‘handwritten (or at least a facsimile of such handwriting)’. 

However, the Court noted that the popular understanding of the meaning of the word ‘signed’ might have changed since that case to allow for the typing, rather than handwriting, of one’s name.

The Court ruled that the use of Tear’s name as an automatic email footer constituted a legally binding signature on the grounds that it signalled, in the words of the judge, ‘a clear intention to associate oneself with the email – to authenticate it or to sign it’, regardless of whether it was handwritten or typed.

While Tear’s side argued that, since his email software automatically added his name, it was not deliberate enough to constitute an act of ‘signing’, the Court pointed out that the decision to create an automatic email footer was itself a conscious and deliberate act. 

The Court further argued that it could never be proved whether the use of an automatic email signature in a particular email was intentional or not, making this not a very useful criterion for judging whether the signature was legally binding. 

In any case, it was argued, Tear’s deliberate typing of the words ‘Many thanks’ above the automatic footer showed a clear intention to use the footer as a signature.

Always be aware that any time that you send an email with your name in an automatic email footer – whether deliberately typed or automatically added – you could be, in the judgement of a court, legally binding yourself to the contents of that email.

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