Putting Your Footer In It

Tania Brodie-Clarke of Muckle LLP explains how your email footer could trip your business up with costly consequences.

What could be more harmless than an email footer or signature block? That helpful little text at the bottom of your emails with your contact details in. But as automatic and innocuous as they appear, a recent case suggests that email signature blocks could have the power to cause you and your business serious problems if you’re not careful. What’s the matter with email signatures?

Whether you have set one up yourself or personalised one your organisation has created, most businesses will have an automatically generated email signature block incorporated into their people’s outgoing emails.

The addition of the signature block has been yet another way of reducing the time we spend on drafting our communications with others. It means we can read an email and, without having to think too hard about the response, press the send button and our recipient has everything they need to get back to us. But could the presence of an email signature sometimes give away too much?

As with any signature, we should be careful what we automatically sign our digital names to, as a recent case illustrates.

Worst case scenario

Last year’s Manchester County Court case of Neocleous v Rees considered whether having your name in your email signature counts as a signature for concluding a contract for the sale of land.

During the email exchanges around the finer points in discussion, the solicitors of Neocleous offered to purchase some land to resolve a dispute which had arisen between the parties.

They offered £175,000 and requested that Rees’ solicitors acknowledge receipt of the email and confirm the agreement. Unfortunately for Rees, who had been hoping to sell her plot of land for £200,000, she was instead bound by her solicitors’ email correspondence to sell her land for £175,000.

Even though this was not written into a separate contract, the court found that agreeing to the terms, by sending an email which contained a footer with the solicitor’s name automatically generated, amounted to a binding signature on behalf of Rees herself.

It was enough to satisfy the requirement under Section 2(3) of the Law of Property Act 1989. The act states that, for a contract for the sale of land, ‘the document incorporating the terms or, where contracts are exchanged, one of the documents incorporating them (but not necessarily the same one) must be signed by or on behalf of each party to the contract’.

Having considered whether the name was automatically generated or typed, the judge’s decision stated that ‘the presence of the name indicates the intention to associate oneself with the email – to authenticate or to sign it – and that adding the words ‘Many thanks’ shows the intention to connect the name to the contents of the email.

Don’t get caught out

We have known for a long time that contracts can, in principle, be concluded by an email exchange. Not using an email footer won’t necessarily prevent that. However this case indicates that the formal signature requirement needed for a contract for the sale of land, can also be satisfied by an email signature.

While the case is a County Court decision and may be less relevant outside the context of land sales, it suggests that courts may take a similarly broad view in other legal contexts as to what constitutes a ‘signature’.

As a general rule, it is always worth checking your emails to ensure you are not agreeing to something which you do not intend to be bound by!

Our top tip? Always make your intentions clear if you don’t wish to be bound by the email exchange or be sure to highlight that your discussions are ‘subject to contract’.