The case concerned a right of way dispute between two neighbouring properties. The Defendant applied to HM Land Registry to register a right of way against the title to the Claimants’ property. The Claimants objected to the application, disputing the existence and/or extent of a right of way, and a hearing was listed.
In the lead up to the Tribunal hearing, the parties undertook settlement discussions. These discussions culminated in the Defendant’s solicitor sending an email to the Claimants’ solicitor, confirming the terms of settlement and setting out the details of the agreement. This was signed off with ‘Many thanks’ followed by an automatic email sign-off stating the sender’s name, position, firm’s name and contact details. The Claimants’ solicitor responded confirming their agreement to this.
Two months later, the Defendant applied to have the case re-listed, stating that the terms of the settlement were yet to be finalised. The Claimants disputed this, claiming the two emails amounted to a binding contract of compromise. The Claimants thus sought an order for specific performance of this contract.
The Court granted the Claimants’ order for specific performance of the contract contained in the email correspondence. The formality requirements of section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 were satisfied: the Defendant’s solicitor’s automatic email sign-off constituted a binding signature.
The Court held that:
- Although automatic, the sign-off was only present because of the conscious action at some stage of a person entering the relevant information and settings in Microsoft Outlook
- The added words ‘Many thanks’ before the automatic sign-off showed an intention to connect the signing name with the contents of the email – to give the email authority
- The sender knew his name was added at the end, and actually relied upon this to sign his name for him. In contrast, the recipient of an email has no way of knowing whether the details at the bottom are added automatically or by the sender manually. Looked at objectively, the presence of the name indicated a clear intention to associate oneself with the email – to authenticate it or to sign it
- The presence of the name and contact details was in the conventional style of a signature, at the end of the document.
Although the case could well be appealed, there is nevertheless scope for the decision to have far-reaching implications. An automatic email sign-off inserted with authenticating intent will constitute a binding signature. Recipients do not know when a sign-off is automatic and so, objectively, the presence of the sender’s name is very likely to provide the intent to associate themselves with the email, and thus to authenticate it.
In light of this, consideration should be given to ensuring that email messages incorporate suitable ‘subject to contract’ wording to negate any intention to become bound through such correspondence. Ultimately, emails should not contain anything that you would not put in a formal letter, signed in ink.
This recent case is a clear sign of the times, highlighting the importance of vigilance in our increasingly digital age. The decision mirrors the Law Commission’s 2019 Report on Electronic Execution of Documents (Law Com No 386) which regarded online signatures capable of executing a document. This growing trend of function over form – the automatic email sign-off may not look like a classic signature but nonetheless functions as one – necessitates that extra care is taken.