Electronic signatures

Neocloeous v Rees [2019] EWHC 2462 (Ch)

The question 

Does an automatic email footer render a document “signed”?

The key takeaway 

The case affirms the Law Commission’s Report on Electronic Execution of Documents, specifically that an electronic signature (including a name typed at the bottom of an email) is capable of executing documents as long as the sender intends to authenticate the document. 

The facts 

The parties were in dispute over a right of way over the claimant’s property on the eastern side of Lake Windermere. The defendant’s solicitor, David Tear emailed the claimant’s solicitor to confirm the terms of settlement. The email was signed “David Tear, solicitor and director, for and on behalf of AWB Charlesworth Solicitors” and followed by Mr Tear’s contact details. Emailing in response, the claimant’s solicitor, Daniel Wise confirmed his agreement. Similarly, his email was signed “Daniel Wise – Associate, dispute resolution for and on behalf of Slater Heelis LLP” and followed by Mr Wise’s contact details. 

The Tribunal hearing was vacated following settlement negotiations, however the defendant’s solicitors requested the hearing be re-listed and the claimant issued proceedings seeking specific performance of the alleged contract of compromise. The claimant argued that the emails referred to above amounted to a single document signed by or on behalf of each party and thus the signature formalities under s2 of the Law of Property (Miscellaneous Provisions) Act 1989 had been met. They reasoned that the name of the sender at the foot of the emails (regardless of whether it had been typed or generated by email managing software) rendered the document signed so long as the inclusion of the name was for the purpose of giving authenticity to the document. 

The decision

It was held that Mr Tear had in fact signed the email on behalf of the defendant and therefore the claimant was entitled to the order for specific performance of the compromise agreement as contained in the email exchange mentioned above. 

The Judge echoed the J Pereira Fernandes SA v Mehta [2016] 1 WLR 1543 test for whether something is a signature – whether the name was applied with authenticating intent – and accepted that, despite not manually typing his name in the email footer, Mr Tear did intend to authenticate and thus sign the email. This was because at some stage Mr Tear had consciously entered the footer information into his email settings, so he knew that his name would be applied as a footer and a means of identifying himself to recipients of his emails. Therefore, the “automatic” nature of the footer was irrelevant for these purposes. 

Why is this important?

In an age where electronic communication is the preferred option, this case is significant as it simplifies the document execution process, removing the need for handwritten signatures. 

Any practical tips?

Although this case concerned the signature requirement under the Law of Property (Miscellaneous Provisions) Act 1989, it is likely that the Court will take the same view for similar signature requirements under other legislation, unless there are specific requirements for a handwritten signature.

Consequently, when negotiating agreements via email, you should be aware that automated signatures can demonstrate the same authenticating intent as a signature, or manually typing your name at the bottom of the email. If you do not want emails to have such a binding effect, disclaimers or “subject to contract” wording should be used.