Is the electronic signature on your email legally binding?
February 19, 2020
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Whether or not an automated email signature was legally binding was the question that concerned the County Court in the recent case of Neocleous v Rees  EWHC 2462 (Ch).
In this case, the Defendants had agreed to transfer part of the land to the Claimants for the price of £175,000. The terms of the agreement were set out in the chain of emails between the parties’ solicitors. Each email in the chain was signed off using an automated corporate signature to which recorded the name, role and contact details of the solicitors. In law, a contract for the sale of land must be in writing, incorporate all the terms of the contract and must be signed by or on behalf of both parties. The Claimants argued that the email chain compromised a contract that had been signed automatically by the footer generated by the solicitors’ email systems.
In this case, the Court decided that the automated electronic signatures would be considered valid signatures. They said that it was the intention of the parties at the time of the correspondence for the transfer of the land to take place and that the automated nature did not prevent the signatures authenticating this intention. On that basis, the Court ordered specific performance of the contract.
It was also felt relevant that the solicitor had typed the words “Many thanks” at the bottom of his email. The Court felt that this suggested he was relying on the automated footer to sign his name and had an intention to link the email context to his name. When considering the test of whether the name was applied with authenticating intent, the Court felt that this established that intent and, therefore, the contract was enforceable.
This was a County Court Judgment and so, will not bind other Courts. However, it is evidence of the increasing scrutiny of electronic signatures and a willingness of the Courts to accept the Law Commission’s recent report on their validity. Until there is further case law or legislation in this area, senders of emails need to consider whether to include a disclaimer wording or expressing the email chain is subject to contract to avoid the assertion that they have inadvertently created a binding contract.