A recent English High Court decision has held that an auto-signature at the bottom of an email was effective to comply with a statutory requirement that documents concerning the disposition of an interest in land be signed.
In Neocleous v Rees, a contract for the sale of land was contained in a string of emails, with the purported signature of the solicitor on behalf of the Defendant generated by way of “automatic” email footer. The issue was whether this was sufficient to satisfy the formality requirements of Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989.
The Claimants contended that the electronic signature was capable of rendering the document “signed” as long as the name had been included on it in order to authenticate the agreement contained in the document.
The Defendant relied on the decision in Firstpost Homes Ltd v Johnson, in which the Court had held that for the purposes of the act the signature must be in the hand of the author and deliberately applied. The Defendant argued amongst other things that, consistent with Firstpost, an automatically generated email (rather than a deliberately applied handwritten signature or alternatively, a digital scan) would not suffice.
The Court noted that the Defendant’s position was unattractive, in circumstances where it involved the adoption of a “serendipitous technical defect in formality to renege upon a deal”. Notwithstanding, the Court agreed with the Defendant that the issue before it was one of principle, rather than on the merits of the parties’ positions.
In any event, however, the Court found for the Claimants, holding that the sounder guide to whether the footer was in fact a signature was the test identified in Pereira Fernandes SA v Mehta (and adopted by the Law Commission): namely, whether the name was applied with authenticating intent. On the facts, there was an authenticating intent because: (i) first, although the footer was automatic, it was automatic only because of a conscious decision, at some point, to insert its contents (albeit that such a decision may have been made in relation to all of the senders’ emails, rather than only the email in question); (ii) secondly, the sender was aware that their name was being applied as a footer; (iii) thirdly, the use of the word “Many thanks” before the footer showed an intention to connect the name with the contents of the email; and (iv) fourthly, the presence of name and contact details was in the conventional style of a signature at the end of a document.