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Neocleous v Rees [2019] EWHC 2462 (Ch)

Where a contract was formed over a series of emails and involved the transfer of an interest in land the automatic sign off on the solicitor’s email was enough to mean the document was “signed” for the purposes of s.2 of the Law of Property Act (Miscellaneous Provisions) 1989 (the “1989 Act”).

The case involved a dispute over a right of way which was referred to the First Tier Tribunal. 

In the lead up to the Tribunal hearing the parties attempted to settle the matter through their solicitors.  There followed a series of emails, in particular one from Rees’ solicitor setting out the terms on which she was willing to sell her land to the Neocleous’ and the response from Neocleous’ solicitor in which the terms were accepted.  The solicitors’ emails were signed off with the solicitor’s name. 

The parties’ request that the Tribunal hearing be vacated was met but Rees then claimed that the settlement terms had not been finalised and the Neocleous’ sought to enforce the agreement. 

By the date of trial the only issue for the Court to determine upon was whether the requirement of s.2 of the 1989 Act which provides that contracts for the sale or disposition of land must be in one “signed” document had been met. Rees’ solicitors argued that the automatically generated sign off at the bottom of their emails was not enough to satisfy the “signed” requirement.

The Court, however, found that the s.2 requirements had been met. A single document can include a chain of emails.  The guide as to whether a document has been signed is not whether it has a hand written wet ink signature on it or a copy of a person’s hand written wet ink signature (e.g. one created by scanning in the wet ink signature). Rather, the test is whether the name was applied with authenticating intent.  In this case they found that it had. Crucial factors were that the email signature footer:

1)    whilst automatically generated, was only present because of a conscious decision at some point to insert the contents,

2)    allowed the recipient to naturally conclude that the sender’s details had been included as a means of identifying the sender,

3)    was applied with the sender’s knowledge and use of “many thanks” before it showed an intention to connect the name with the contents of the email,

4)    was in the conventional style of a signature, at the end of the document.

The Neocleous’ were therefore entitled to specific performance of the settlement agreement.

Key points

  • The Court followed the 2006 case of J Pereira Fernandes SA v Mehta in reaching its conclusion as to the correct test to apply when determining whether a document had been “signed”.  This approach was recently also adopted in the Law Commission Consultation Paper on “Electronic Execution of Documents”
  • This is a County Court decision (despite the High Court citation) and therefore not binding however it is a good example of the Court’s willingness to move with the times as to how contracts can be created.
  • Care needs to be taken when communicating in respect of property negotiations or any commercial negotiations– a contract can easily be electronically executed.


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