Don't sign your life away
High Court Rules Automatic Email Sign-Offs Now Count as Signatures
In the recent High Court case of Neocleous & Another v Rees, it was decided that the typed name of a sender at the end of an email, whether entered manually or automatically generated, amounts to proof of signature.
In this case, the Claimants made an offer to the Defendant to settle a dispute over land. The settlement was initially accepted over the telephone, but the Defendant set out and confirmed the details of the settlement in an email to the Claimants. The Defendant’s email was signed off with ‘many thanks’ followed by an automatically generated signature.
The Claimants argued that the settlement offer contained in the email had been approved and signed by the Defendant and would amount to a binding contract in law if the Claimants were also to sign it. The Defendant argued that no such contract existed because the terms of the settlement were yet to be finalised.
The judge ruled that when a sender sets up an automated signature function, they do so with the intention of signing every email. He also added that ending an email with ‘many thanks’ before an automatically generated signature denotes an intention to associate the name with the email content. Consequently, if an email contains a draft agreement between parties, and it is signed, then it could indeed become a binding contract.
The Claimants were entitled to performance of the contract in this instance.
Why does this case matter?
- Emails are admissible as evidence in Court in the same way as traditional letters.
- This decision highlights the importance of taking a careful approach to formalities in instantaneous communications such as emails.
- Think before you send… if an email is being sent as part of negotiations to an agreement which is not yet finalised, it is good practice to make very clear that the contents of the email do not constitute a binding contract.
- Despite the ruling in this case, we also recommend that you make it clear when the contents of an email are intended to amount to a binding contract. Clarity is key to avoiding those sticky situations and potential disputes!
Neocleous & Anor v Rees  EWHC 2462 (Ch) (20 September 2019)
For more information on this article, please contact Olivia Morton or you can give us a call on 0345 070 6000.
This article was prepared by Tom Revitt.