Careful now, UK court ruling says email signature blocks can sign binding contracts Your work email signature block can be used to form a binding and legal contract, the Manchester County Court has ruled – costing an unfortunate land seller £25,000 from her hoped-for sale price. In a 2016 property dispute over a boat jetty and linked plot of land by Lake Windermere, one side's solicitor sent a reply to the …
I'd go so far as to add
"The contents of this email do not constitute a legally binding contract. Any sum of money quoted is merely an offer unless a properly signed and agreed contract is specifically mentioned in the text."
Or words to that effect.
The last part allows an agreed contract (with signatures) to be discussed in an email. Without the requisite signatures there is no agreement.
> merely an offer
So anyone receiving the email can accept the offer?
Would it not make more sense to phrase it as an "invitation to treat", which is not capable of acceptable?
> a properly signed and agreed contract
What is the difference between a "signed" contract and a "properly signed" contract? After all, the court here held that the inclusion of the email signature was "signed", and thus presumably also "properly signed".
What is an "agreed" contract (as that suggests that there are contracts which are not "agreed")?
If — as is the case for most contracts — neither a signature nor even written evidence is required, what impact does this wording have, if any?
etc.
[Bloody lawyers etc.]
I sold a property as executor & the solicitor was content to sign on my behalf. However, she did know the family both professionally & personally, so maybe that made a difference.
In the case here, the email shown doesn't seem to carry any of the regular caveats, e.g. "E&OE", "this is an offer","final terms to be agreed",etc, etc, so possibly that influenced the judges thinking.
Whatever, I think this needs to be considered on appeal by a higher court so some clarity based on precedence can be established.
I'm the IT Manager for a law doing lots of conveyancing.
The Power of Attorney isn't actually really required now, although it's still widely used.
Basically the situation was that about 20 years ago HMRC scrapped the existing Stamp Duty, and replaced it with a different tax called Stamp Duty Land Tax. This at the time required the purchaser to fill in the Stamp Duty Land Tax forms, which are long and horrible to complete, and the clients tend to prefer their Solicitors to do for them. But HMRC hadn't allowed for that situation to occur and required the clients to do it and refused to accept forms filled in by Solicitors. (the cynical might observe the penalties for filling it in incorrectly and wonder if HMRC was hoping to tax people via that route...)
Solicitors promptly worked around the government refusal to accept forms filled in by solicitors by obtaining a limited power of attorney which authorised the law firm to legally "be" the client for the purposes of filling in the form. HMRC eventually relented and allowed the form to be filled in by an "agent" and nowadays even allow us to file the things online.
However, contrary to popular opinion of Solicitors, most of us are setup to work in a highly automated and efficient manner and once a highly automated workflow includes a Power of Attorney for HMRC there is little practical reason to actually change it while it still works efficiently. After all, why pay to change systems, retrain staff and line management in new processes while the old ones work just as well? Hence, the use of a limited Power of Attorney is still fairly widespread on the "it ain't broke" principle.
I sold a property as executor & the solicitor was content to sign on my behalf.
Technically speaking, you signed and returned an undated contract at a relatively early point in the transaction which was held to your order.
A couple of months later when the Solicitors were both happy that everything was ready and that no unpleasant surprises existed they both read the contracts to each other to confirm nothing had been added, and then inserted the date for completion in compliance with Law Society Formula B and proceeded upon that basis.
In answer to my own post, perhaps I should have read the linked judgment...
It appears the parties were due in court and the exchange of emails between solicitors was part of an attempt to reach an out-of-court settlement before the hearing. The judgment says that Mr Tear telephoned Mr Wise to say that he had instructions from the Defendant to accept the Claimants' offer of £175,000 and emails were exchanged to confirm this.
The hearing was cancelled, but the relevant party objected to the "Consent Order" that would have ended the legal process saying that they merely had signalled "an intention to reduce their settlement", but had not consented to the sale.
The judgment says Mr Tear readily accepted in cross-examination, his client had given him instructions to accept the offer, so the judge was effectively deciding on a (significant) technicality of whether the two solicitors exchanging their clients' willingness to settle amounted to a contract and whether this differed in any way from the solicitors exchanging letters (which would not have been possible in the time available).
A contract requires:
An offer,
An acceptance,
An intent to create legal relations,
Consideration by both sides (in effect, each side must contribute something - you can't make a contract for a gift)
In the case of land transfers, the law requires the contract to be in writing, and signed by both sides (not sure why the article says this is "case law", it's right in the statute).
The offer is clearly there, the acceptance is clearly there, consideration is clearly there (£175k on one side, the land on the other). Two lawyers talking in their professional capacity is almost always going to imply an intent to create legal relations, unless they specifically say otherwise (e.g. "We accept this in principle pending exchange of documents" would have been suitable here) - that term is mostly to exclude bar bets, informal agreements between friends, and the like ("I'll owe you a pint if you nip to the shops for me" is probably not an offer which would form a contract - it's clearly informal). Plus, this was written confirmation via email of a verbal agreement via telephone, after the lawyer had taken instructions from the client to accept the agreement - I don't think there's any reasonable question of intent here.
The point in dispute here is whether "documents in writing, signed by both parties" includes an email with the signature of one of the parties (or in this case, their agent acting under their authorisation). Given that the purpose of the law is to ensure there is a written and agreed record of the terms of the deal (which can be lodged with the land registry), the lawyer doesn't dispute that the seller instructed them to accept the deal, and the seller was trying to back out of a settlement which had caused the buyer to drop a court case, this seems like a fair judgement.
Read the content of Section 2 of the Act. The contract can be signed On The Behalf of a party. I'm surprised that they didn't argue that the email was only one half of the contract. Unless the other solicitor emailed back to say that their client accepts the terms and also included a signature block.
"This email does not constitute a legally binding contract" to their signature block. Would that work?
Several years ago I received an email from an account manager at Santander bank saying that they would do something. The email footer/signature said something about 'nothing in an email would bind the bank'. I asked them to send it without that disclaimer. The air-head manager did not know what I was talking about, had never seen the signature block, did not know how to read it so I sent it back to him. He said in another email that I could ignore the signature disclaimer - but I pointed out that that email also had the same signature/disclaimer.
He got annoyed with me, but I persisted and eventually got a letter on paper.
I doubt that they changed their way of dealing with customers.
>I doubt that they changed their way of dealing with customers.
This automatic addition of a disclaimer block is routine in the US. You don't see it on internal emails but anything going outside the company has a fairly long piece of text that states that anything in the text should not be taken as a binding offer or agreement. Its all commonsense but I suppose there are people out there that would always look for something to take advantage of so nothing is left to chance.
I'm a bit old-fashioned. Email in particular is a notoriously unreliable way of communicating -- its really convenient but its easy to spoof. Because of this I only use it for informal negotiations (same with phone calls). Once the financial rubber meets the road is face to face, paper and snailmail.
They can add that if they like, but it contradicts the manually typed content of the mail so any reasonable judge would rule the same. The sentence “I am pleased to confirm that terms of settlement between our respective clients have been reached on the following basis:” suggests the email does in fact include the final contract terms.
In reality, lawyers need to start treating all communication methods equally, and this judgement forces that behaviour. If you don’t want to make a contract, just don’t write an email saying these are your terms and please confirm. That’s literally what a contract is, not the fancy legal words surrounding the contract.
I think this should be appealed and it would be overturned on appeal. At least here in the States.
First its the lawyers talking and that while they are hammering out the agreement, there has to be consent by the owner not just their lawyer.
The other thing is that if the jetty is land locked, Then an easement should have been granted. I believe its an easement apprutenant ?sp? where the land locked owner has the right to cross your land to get access to their land.
In terms of the contract via email... this is why you have docusign or an equivalent signing system.
No it's not just the solicitors talking, the email specifically says those are the terms agreed and asks for acceptance of those terms. That, in the UK, is a contract.
In the USA you may have a different system that requires a special document on special paper, with special pens (I don't actually believe you do since your law is largely based on ours), but here that stuff is all for show and has literally nothing to do with the legal status of a contract. Contracts here are an agreement to terms, with the document (in whatever form) simply existing to record those terms. What this judgement seems to say is that as long as it's clear someone intended to send those terms, and that it's clear who that person was, the contract is valid. In this case both of those things were clear from the communication since we know who sent it and we know he said those were the terms. Simples.
The issue here isn't so much whether it's a contract, per se, as whether it is in the form required by the relevant Act, for a contract for sale of land to have an effect - i.e. a contract in writing, with the terms in a single document, signed by both parties (or, where contracts are exchanged, one copy signed by each party) - i.e. does an email signature count as "signing" for that purpose? I wouldn't be that surprised if this was appealed, but I also wouldn't be surprised if that appeal failed.
All these years decades later and we still don't have PGP with its facility for such things as electronic signatures built into email as part of the standard.
Not only would it help in situations like this if the client had an option to sign but it would also combat whale phising.
No it wouldn't. I mentioned PGP. In order to help you find it here's a link to the Wonkypedia article on it: https://en.wikipedia.org/wiki/Pretty_Good_Privacy
Pay particular attention to the bit that says "Digital Signatures". Look very carefully for the bit that says National ID Scheme. You'll need to look very hard for at and there's a good reason for that.
Erm, yes we do... S/MIME is a standard way to sign or encrypt an email. Support is built in to all significant email clients. Even outlook express (remember that?) supports it. Obviously not supported in webmail clients.
But, nobody uses it... something to do with certificate authorities wanting to make money on everything involving enceyption.
S/MIME is not considered to be that good, which is why in many goverment sanctioned situations, it's not acceptable.
PGP is a better approach but suffers from the problem of all decentralised systems: who do you trust? Though, it's not as if CAs haven't been compromised in the past.
The email system is itself decentralised in that there's a choice of MSPs.* It would be perfectly feasible for the MSP of your choice to also host your own self-generated public key. If you trust the DNS entry for Fred Bloggs's email server to be that for the Fred Bloggs you were looking for you can also trust it to be the entry for his key server. Fred himself can keep an eye on the key that's being served there to ensure that nobody nasty has changed it.
Why doesn't this happen? Because it's not required by the standard in use for email exchange. Optional add-ons are almost certainly never going to get traction.
* Even wider than the choice between Google and Microsoft!
I'm not disagreeing with you as I use PGP (very occasionally) myself and I'm used to sharing keys. But, as you note, given the current lack of requirement to do so (most spooks would go apeshit if PGP were to be generally used), we don't all have the necessary infrastructure for this to be reliable.
And the herds continue to migrate to the proprietary silos…
The email system is itself decentralised in that there's a choice of MSPs.* It would be perfectly feasible for the MSP of your choice to also host your own self-generated public key. If you trust the DNS entry for Fred Bloggs's email server to be that for the Fred Bloggs you were looking for you can also trust it to be the entry for his key server. Fred himself can keep an eye on the key that's being served there to ensure that nobody nasty has changed it.
Trusting your service provider to serve genuine certificates requires a lot more good faith than trusting them to serve correct DNS (which can be verified elsewhere anyway).
Why doesn't this happen?
Your MSP doesn't want the work, and certainly doesn't want the responsibility!
S/MIME is not considered to be that good ...
There is a known vulnerability in S/MIME called EFAIL (Wikipedia) , but that applies only to signed messages containing active content (such as an HTML EMail containing a script).
I would hope nobody thinks it appropriate to include active content in a contract!
It's only because the UK is ass-backwards. Across much of the EU you can digitally sign documents (or XML) with your government issue ID card, or an appropriate nationally issued alternative, and the legislation (https://ec.europa.eu/digital-single-market/en/trust-services-and-eid) describes the process in great detail. The UK, of course, has no current trust providers (aka CA) for this, because we don't really do ID cards here - perhaps because they make it too hard to deport elderly black people, or because it's just all a bit too european.
In general, you're absolutely right: state-issued identities are really useful in many situations as they largely solve the problem of trust.
But, I think the problem is that some of the implementations are leaky, because they are supposed to be used for things other than simply signing documents electronically. Unfortunately, I think we have to assume that if there is opportunity to collect metadata (party A signs an agreement with party B) then the opportunity will be used and the data at some point will be exploited.
In the UK, of course, this would never be open to government abuse as the service would be awarded to the biggest donor cheapest contractor most reliable contractor (oxymoron when it comes to IT outsourcing).
In this case I would expect examination of the headers to be important than a signature. Most UK companies should be using TLS in which provenance can be established.
The wording of the e-mail makes fairly unequivocal reference to agreement and does not look like an invitation to treat or to solicit an enhanced offer.
All these years decades later and we still don't have PGP with its facility for such things as electronic signatures built into email as part of the standard.
There are certainly standards for signing EMails -- both standards based on PGP and standards based on S/MIME -- but the use of a signature remains optional.
I would say that a digital signature should be required for any EMail that is intended to be legally binding -- from which it would follow that any EMail that is NOT digitally signed CANNOT be legally binding.
While PGP's peer-to-peer key sharing is useful for encryption between parties who know one another, and for signatures within a closed group (sharing a trusted key registry) I would definitely recommend S/MIME for signatures between unrelated parties.
We need some scammer to try collecting on contracts that are 'verified' by an email footer, and the resulting court battle.
The legal descriptions I've read on this sort of subject all seem to hinge on intent : they feel a bunch of ascii in an email is a valid indication that you meant the email to be taken as your intent and that it's therefore as good as a signature. In other words, you can't get out of a contract by claiming your email doesn't contain your written signature.
However, they don't seem interested in considering the forgery side of things - whether it was you that sent the email. Perhaps this is because banks etc. don't really check signatures on checks any more and written signatures aren't really worth much either. But it's an area that needs discussion, not sweeping under the carpet.
In this case, there was no dispute that the email was sent, with the content in question, from the person from whom it purported to have been sent. So no issue in terms of whether it was fraudulent.
If the defendant had alleged that they had never sent that email, and it was someone else spoofing their account, then the case would have looked very different, in terms of the points arguedt.
(Very few contracts under English law require a signature, so a trivially-copyable signature is unlikely to make a major different either way.)
The rule of thumb I've heard is that a signature is not designed to identify you. It's designed so that you have to think long and hard about denying something you signed, before committing perjury by claiming you didn't sign it.
Similarly, claiming that you didn't send an email would probably just result in the other side getting a forensic computing expert witness in, and you footing the bill for that witness when it emerges that yes, you did send the email (and also these nice people would like to talk to you about contempt of court).
The legal descriptions I've read on this sort of subject all seem to hinge on intent : they feel a bunch of ascii in an email is a valid indication that you meant the email to be taken as your intent and that it's therefore as good as a signature.
Isn't this somewhat analogous to an illiterate person making an "X" on a document beside the works "John Smith (his mark)", i.e. it doesn't need to be a cursive squiggle that actually says "John Smith". What matters is the perceived intent to sign.
Because people think they know why something is done that way because they heard it from their great uncle who heard it from a man in the pub who......
ps The X cross is from Greek Chi the first letter of Christ - not the crucifixion carpentry.
Same reason that Xmas was used for writing Christmas long before people assumed it was an anti-religious way of referring to the the mid winter present festival
The cross is for christ, signing you own name goes against the no-swearing, bit in Mathew 5:37
I don't think that holds up. That bit of Matthew says that you need only answer Yes or No, additional qualifiers are evil. Writing "I, John Smith, so swear..." would contravene it, but I don't see how there's any difference between an X beside a printed name, and a signature of that name. Both merely indicate the identity of the person giving agreement, they don't imply any form of stronger oath.
Same reason that Xmas was used for writing Christmas
Since the X (as Chi) is used to refer to Christ, Xmas is usually just shorthand. Early txt spk?
Granted it was many years ago, but when the missus was working in a bank, some of the illiterate coal miners who came in to deposit (or cash) their paycheck couldn't sign their name and had to have the transaction witnessed by someone accompanying them that *could* sign their own name. It wouldn't surprise me if that practice was no longer followed.
This finding needs to be challenged. In my book, a binding legal signature is written in ink on paper and witnessed.
The identification block at the bottom of an email is merely a courtesy, providing the recipient with clear details about the sender. It's basically an electronic business card.
In this particular case both parties agreed that the exchange of emails were valid communications but did not agree that they were legally binding.
The judgement in this case does lead to the question of how much information must be present to make it a valid signature. Is supplying my name enough to make it binding? Must it include my middle name? Etc.
That's as may be for the individual bringing the appeal, but it's now set as precedent, and will be used in future cases. This event has established the law. Some people / organisations may feel that it's too sweeping, and should be appealed against, even if the costs vastly outweigh the 25 grand here.
IANAL - I presume you can't appeal somebody else's case. But they could put forward their own legal team for the case and agree to fund it. But you might want that signature on paper, because if they win then your emailed contract is suddenly worthless...
Precedent is not as black and white as you imply. Its effectively "precedent for this particular set of circumstances", and it could be argued by a Barrister that these were very narrow and dont apply to new case "Y". El Reg implys that there is plenty of other case law that argues a Signature Block is not a binding signature.
Having said that - if this is the sole outlier it does warrant an appeal.
> In my book, a binding legal signature is written in ink on paper and witnessed.
Digitally signed contracts have been permissible for 20 years now, and constitute the overwhelming majority of exercised contracts. DocuSign alone take in $700m a year doing this as a service for people.
But the question is, what does count as a legal signature?
Putting your name at the end of an email? "Yours, Joe Bloggs"
Putting an image of your actual signature?
Using a 3rd party like DocuSign?
Putting your name and not disclaiming it? As in this email example.
Can you avoid signing anything by not putting your name at the end?
Do people then argue that, because you sent it and your name is in the From field, then you have effectively signed it anyway?
It is one thing to set out to deliberately sign something, but something quite different to accidentally do so without intending it.
I'm not advocating for or against either, it just makes me wonder.
It looks to be the "Many thanks" specifically that sparked the trouble; since the rest of the email looks like an unambiguous "we accept", the lack of disconnect can be read as a continuance of that concept. Had the signature block started with something like "Yours" or "In love, peace and crispy tacos", everything afterwards would have been unambiguously separate.
So this decision ultimately seems to "merely" be that autogeneration is no different than manual typing. It's not necessarily the most intuitive idea, but it does make a certain kind of sense.
In terms of accepting a signed tax return for online filing:
A scanned copy of the signed tax return
A photograph of the signed signature page
An email saying something along the lines of "I approve the tax return you just sent me, please file it on my behalf"
Do people then argue that, because you sent it and your name is in the From field, then you have effectively signed it anyway?
Hopefully not. I could theoretically left the email open, gone for a cuppa and the office cleaner/Evil Maidtm comes by and clicks "send"...
> In my book, a binding legal signature is written in ink on paper and witnessed.
Witnessed? Hardly. If i've provided 1000 signatures over the years, only three have ever required to be witnessed.
Where there's a Will there's a way.
Starts singing : Land, glorious land, there's nothing like it.
I also always wonder who the first title holder was and did they buy it from God or Mother Nature?
Well, as someone else has pointed out, any time you make a contactless payment with your credit card you are entering into a contract. No pen, no ink, no signature. In fact, I am pretty sure that just shaking hands on a deal (in the presence of witnesses) constitutes a contract. (IANAL)
I would go so far as to say that the judge wasn't really pronouncing on the signature or the signature block, but along the lines of intent, and that both sides did agree to a contract.
Most commenters on here seem to be fumbling around in the dark, making comments over law they don't understand :)
IMHO, the decision did little more than apply existing law on signatures, looking at the purpose of the bit of text added automatically.
See, for example, the very recent work on this issue, from the Law Commission: https://www.lawcom.gov.uk/electronic-signatures-are-valid-say-governments-legal-experts/
They didn't argue that it was either forged or altered, thus we can infer both sides agreed that the email exchange was genuine.
The argument put forward appears to have been "I did send these emails and received those responses, but I didn't actually mean it, your honour."
Which does seem an odd claim for a solicitor to make.
You can have a binding contract without even the postcard — oral contracts are still contracts. Some specific situations require things to be in "signed writing", but that's the exception.
You might have *evidential* issues, but the lack of a written agreement, let alone the lack of a signature, does not vitiate the existence of a contract in most cases.
> >Although a contract signed on a stripper is a little harder to file
> However, I suspect there would be no shortage of volunteers willing to try...
I disagree. I for one won't be taking my clothes off in the office and letting someone write all over me...
[Icon: the warning label on a bottle of mind-bleach]
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Anything that signifies agreement with something and is done in an electronic maner can be an electronic signature.
Tricky ... it is certainly "a signature" ... but I would suggest that it should not be accepted as a binding one. A cryptographic digital signature is based on a hash of the whole message, meaning that the message cannot be altered without invalidating the signature -- and given how easy it is to alter electronic documents it is a very important part of the process.
Also, a cryptographic digital signature is generated using a private key, and can only be generated using the signer's corresponding public key. If the public key is distributed as a trusted certificate the process of verifying the signature confirms the identity of the signer.
If the "signature" is just words in a document there's no way to say who sent the document or what it originally said.
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"Looked at objectively, the presence of the name indicates a clear intention to associate oneself with the email – to authenticate it or to sign it."
I'd have thought the fact the email was sent from a person's email address associates that person with the email - even without the courtesy sign off.
Anyway should email not be classed as something like a recorded verbal agreement?
For anyone bored, there are a couple of good sources of information on signatures under English law:
1.) The (very) recent Law Commission report on electronic execution of documents: https://www.lawcom.gov.uk/project/electronic-execution-of-documents/
2.) The (now rather aged) excellent article by Chris Reed, from 2000: https://warwick.ac.uk/fac/soc/law/elj/jilt/2000_3/reed/
But do bear in mind that most contracts under English law do not require signatures to be binding. There are some important exceptions, but the presence of a "signature", in many cases, is nothing more than evidential.
When I worked in the gas industry in the 1980s, all instructions were sent via telex for precisely that reason.
I worked in Central Control (Bryanston Street). We'd start a prediction run based on weather (also received via telex) then run over it for the most cost efficient way to deliver it based on a matrix of contracts and finally telex the gas rigs and head offices before 6pm to make it legal.
The main aim to buy gas as cheaply as possible and avoid using one of the RB-211 compressors which cost a lot of gas .....
Telex is/was a brilliant concept.
Email can be as good as telex IMHO so long as the raw SMTP transcript is available to use as evidence of sending or receiving, as the case may be. If the other party disputes that it is forged then you can ask them to prove otherwise by matching up with the counterpart transcript at their end (which is equivalent to a telex journal). This is one of the advantages of having an on-premises email system where such things are readily accessible (cloud email? YMMV*). It is my own personal experience that nobody has argued of the existence of an email once confronted with this information. Absence of receipt can be countered by asking for a transcript of the sending, showing the SMTP sign-off response with in/out byte-count as proof of receipt.
Concerning this particular story, my solicitor told me that the most important words to remember when buying or selling a property were "subject to contract". So long as you liberally sprinkled those three words (concurrently, and in that order) into your conversations you were ok.
*I've seen cloud "transcripts" which say they've "touched" my client's/clients' mail server, yet cannot show any of the salient details.
A lawyer should know to be careful with what they 'offer' or 'accept' and regardless of the outcome, if the client instructed the lawyer to achieve a £200k purchase price and the lawyer agreed to a lesser sum without agreement from the client.
My first thought was recovery from the solicitor as well, however as "Warm Braw" points out above, the judgement mentions the defendant's solicitor ... had instructions from the Defendant to accept the Claimants' offer of £175,000.. Since that's not in dispute, seems like they were trying to reneg on a technicality.
After all why should she be out of pocket because her solicitor - albeit unwittingly - fucked up ?
A quick skim read suggests the judge applied the test of seeing what a contrary ruling would imply - and as he noted, if you take that path, you could never trust any unsigned document, which is certainly not the best outcome.
There's also a bit of confusion using the word "sign" and "signature" here. As far as I can tell, neither party was disputing the provenance or authenticity of the emails. It was "simply" the contractual status of them.
IANAL but I am pretty certain there have been similar cases where post it notes have been used to prove the existence of an agreement. So this ruling isn't too earth shattering. And as has been noted, E&W contract law doesn't even require a physical contract - and hasn't for centuries.
Surely its the level of control she gave the solicitor. If for some reason she gave the solicitor carte blanche , then that's her fault.
If however she didn't personally agree to sell at that price then I don't understand how it could be seen as a binding contract? Surely the actual owner of the land has to sign off on the deal first?
I also felt that routine communication about negotiations shouldn’t be part of a binding contract for £200,000. It must be the formal exchange of contracts with all details of the transaction agreed, signed and witnessed. Otherwise the door is wide open for fraud.
Regarding suing - maybe - depends whether she ever clearly said "I won't sell for less than £200k" or words to that effect - and can prove it.
What strikes me as most odd about the whole affair is that, in my (limited) experience of dealing with solicitors, the correspondence is always in the form "Remove contract clause 94 and replace with 'The agreed price will be £xxx' " i.e. discussion on how to word the contract right up until there is a finished document to sign. The email as quoted in the article is clearly a contract in itself, not a discussion about a contract. Perhaps I'm being naive?
Am I the only one who thinks this ruling makes a lot of sense. There was clearly an intention in the mail to sell at the given conditions. This isn't a case where people claimed they hadn't signed or the terms have been changed. They just have sellers remorse and try to wriggle out on a technicality.
It's nice to see that a judge ruled in favour of what's seen as common sense.
I think we should go back to proper ink signatures from the contracting parties to avoid any confusion. Much clearer. At least that's what my mate who has spent the last 30 years motorcycle dispatch riding thinks....
I also suspect the land seller will be hiring a new set of lawyers to claim against the set that put the wrong figure in their email ?
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I am sure that as fax started to be replaced by email that emails could be held as binding. Notwithstanding the fact that they are forgeable, and neither tamper proof or tamper evident in most cases... I don't really see the difference between a signature block or a manually typed one though. Not checked but I'm sure there is some history here.
Are we going to invalidate banknotes because the signature is not manually written - I don't think so, so why would this apply to email? In fact a standard block for a company should, and often does include disclaimers ending with "unless expressly stated"... especially if the company happens to be a law firm.
Not read the case doc's, but I note El Reg doesn't mention whether the solicitors were using consumer-grade email or one of the professional packages/service add-ons such as Egress Secure Email.
Thus a fraud concern has to be the ease with which the provenance of the email can be verified.
> on a canal, the you only really need to know how to wade.
Hilariously, when I was younger, the canal local to me had had a section drained to allow repairs and I thought it would be 'cool' to be able to claim that I had once walked across it. Two steps in and I was knee deep in mud with no sign of a firm bottom.[1]
[1] Oooh-err missus
I think the article is misleading - there is quite a bit of context about the creation of a prior relationship and agreement to trade that applies here.
It's not as much a stand-alone email exchange as the article suggests but you'll have to go to the linked case to discover this (IMHO that should have made it to the main article too as the context very much matters).
That said, annoyingly this now validates putting the otherwise futile disclaimers under email.
Sigh.
I think this article was reading way too much into this. It's not an appeal court reading, so its not setting any new precedent - and it is applying the law as it currently stands.
A contractual agreement requires 3 things to exist. They are:
1. A defined offer. (I want to buy that land)
2. Consideration in exchange for the offer. (in exchange for £175k)
3. Acceptance of the deal.
In this case the judge found clear and unambiguous evidence of all three.
reading the case details as linked, the email signature part was just one of the items of evidence referenced by the judge to show that the offer was accepted. It's not clear that the email signature alone would have done so, in the absence of the other details.
interpretation is important - a digital certificate means only one thing for certain. the contents can be verified as are they the same or different to the contents at the point of signing.
It is possible to place other interpretations on the meaning of the signature such as it was the signer that created the content, or that the signer is in agreement of the contents, but these are mere interpretations, the signature alone is not proof of intent at the moment of signing. Context matters.
The instant case Neocleous v Rees https://www.bailii.org/ew/cases/EWHC/Ch/2019/2462.html is about "authenticating intention". Discussion at Law Commission's (current) report: https://s3-eu-west-2.amazonaws.com/lawcom-prod-storage-11jsxou24uy7q/uploads/2019/09/Electronic-Execution-Report.pdf. (Whether the case applies only to contracts of settlement in litigation, rather than contract generally as it is framed, might be open to argument - but it certainly ain't about sale of land)
The article doesn't explain the history, which lawyers can infer, but without that it makes no sense to a layperson. Ultimately *this* litigation is not about sale of land, but about the validity of a contract to settle *other* litigation about rights of access. Thus... the seller instructs their solicitor to compromise on the basis of the stated terms, the solicitor duly make the offer, the buyer's solicitor accepts it. Then the seller turns around and wants more money. Too late, but hey, why don't we burn our solicitor for doing what we instructed...?... Again, the issue was NOT about the formal contract of sale, which was still in the future, but the contract to settle on the basis of drawing up an contract of sale. So it's a fine point about ordinary contract law and (possibly) dispute resolution and public policy, not sale of land, and the Court is left to clean up a case of "seller's remorse by proxy" by ruling on the fine point, with the seller's hapless ex-adviser caught in the middle. The Court makes the seller's behaviour clear, more brutally than I expected, in two paragraphs:
"...46. It must immediately be identified that there is an unattractive aspect to the position taken by the Defendant. As Mr Tear readily accepted in cross-examination, his client had given him instructions to accept the offer. On the face of it, the Defendant's position appears to involve using a serendipitous technical defect in formality to renege upon a deal reached during the course of litigation where the apparent agreement led to a court hearing being vacated on the assumption that the case had been settled.
47. However, as the Defendant rightly points out, the issue before the court is one of principle and cannot be decided simply on the basis of the court's attitude to the stance taken by the parties...."
No doubt the seller's next move will try to airbrush the history and suing their ex-solicitor for failing to follow their instructions... I hope they get everything they deserve. Meanwhile Mr Tear also deserves our sympathy. We've all had clients like his.
I think this will be appealed and won. It's a strange and controversial ruling by a lower court. It's pointless to spend much time worrying over it. As it's a lower court it does not create any binding precedent.
EDIT: My mistake. It was most recently heard in the High Court Chancery Division. Dearie me.
Commenter post-truth gives some background and a link to the judgement further down here: https://forums.theregister.co.uk/forum/all/2019/09/30/email_signature_legally_binding_contract/#c_3883328
It makes sense. "Ultimately *this* litigation is not about sale of land, but about the validity of a contract to settle *other* litigation about rights of access." The lower sale price was agreed on the basis that another hearing over right of access would be cancelled, but that didn't happen because it required a consent order, the terms of which the parties were unable to agree. The defendant then tried to hold out for more money in order to cover the cost of litigation. The High Court said too bad, you already agreed to the lower sale price. Oh well.
I'm sure I recall many years ago a court decision that an "automatically added "signature" did not have the effect of a signature" but if the originator typed their name as a signature with or without any automatic addition, then that was binding.
Has that changed or was it from a court which did not generate a binding precedent in this case?
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I’m surprised that it’s taken this long for a case of this nature to come to court. Is every corporate autosignature now going to have to grow even more? I mean, ours are already about 400 words... and what if the mail is sent accidentally before completion with an attempted recall?
Offline editing away from the mail client may be the way forward.
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