In the recent case of Neocleous -v- Rees the Court had to decide whether an automatically generated signature was considered to be “signed” for the purposes of the Law of Property (Miscellaneous Provisions) Act 1989 which requires a written signature on a document disposing of an interest in land.
The case concerned a contract under which three individuals agreed to settle a dispute between them in return for one of them selling a piece of land to the other two.
The alleged contract took the form of a chain of emails between the parties’ lawyers.
The individual who was to transfer the land later claimed that the terms of settlement had not been finalised and therefore she was not required to transfer the land.
In particular, she claimed that her solicitor had not signed the chain of emails on her behalf because his name had been automatically generated and attached to an email. She argued that for a document to be “signed” there had to be a conscious decision and action by the person providing the signature and that the automatic addition of a signature on an email footer did not qualify as such.
However, the Court disagreed and held that an automatically generated signature or footer on emails setting out a solicitor’s name and contact details was sufficient to “sign” a document.
The Judge found that the test for whether there was a valid signature was whether the name was applied with “authenticating intent”.
The fact that the footer was automatically applied did not matter because there was 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.
Further, the inclusion of the word “Many Thanks” by the solicitor above the footer showed an intention on his part to connect his name with and to authenticate the content of the email. This strongly suggested that the solicitor was relying on the automatic footer to sign off his name.
In the digital age, this decision is perhaps not so surprising. It is now easier than ever to “sign” a document in view of the fact that emails with automatic signature footers are commonly used in professional correspondence.
This case is a reminder of the importance of ensuring that all pre-contract exchanges of emails which purport to set out terms of a proposed agreement are headed “subject to contract” to avoid the possibility of the parties inadvertently becoming contractually obliged to proceed with a transaction which they may not wish to do so and to avoid any unintended consequences.
Blacks Solicitors can assist with all aspects of civil or commercial litigation. If you require assistance, please contact Luke Patel on 0113 227 9316 or by email at “LPatel@LawBlacks.com”.