Neocleous v. Rees [2019] EWHC 2462 (Ch) 

A Court in Manchester recently considered whether a binding contract for the sale of land in the Lake District could be formed on foot of an email chain including a solicitor’s email signature.

It is well established that a contract for the sale of land requires the essential ingredients of offer, acceptance, consideration and an intent to create legal relation.  Further, it must be in writing, incorporating the terms expressly agreed, and be signed by, or on behalf, of each of the parties.

By way of background, it related to the settlement of a right of way dispute and the Defendant has given their solicitor express instructions to accept the offer. The Defendant later attempted to renege on this for technical reasons. There had been an email chain, which identified the property and included an agreed price. The issue was whether such email where ‘signed’ for the purposes of forming a contract.  

It was held that the existence of an automated email signature was sufficient to comply with the formalities required to form a binding contract between the solicitors’ respective clients:

  • the footer was present because of a conscious decision by the sender to insert the contents;
  • the sender was aware that their name was being applied as a footer;
  • the use of ‘Many thanks’ before the footer, showed an intention to connect the name with the contents of the email; and
  • the name and contact details in the signature were in the conventional style of a document signature.

This is a case that essentially turned on its own facts with evidence of an intention to create a contract, in writing, being concluded by a sign off from a solicitor.  It seems unlikely that a similar conclusion would have been reached in the absence of such formalities.

That said, there is no harm in reviewing your current email signature to ensure that you don’t find yourself in a situation such as this.

By Paul Sullivan FRSA

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