A sign of the times

Wilson Browne

1st December 2019

Legal Briefing

Wilson Browne

By Ika Castka

Wilson Browne Solicitors

BEWARE of email exchanges which could be taken to form a legally binding contract. A recent case has held that an automatically-generated signature in an email footer can constitute a 'signed' contract.

In that case the claimants' case was that the agreement was set out in emails between the parties' solicitors. Each email concluded in a familiar fashion ? many thanks/kind regards, the name of the solicitor, their role, the name of their firm, and contact details. In other words, a fairly standard email 'sign off'.

The Court had to decide whether the automatic footer inserted by Microsoft Outlook satisfied the requirements in the relevant statute which required the agreement to be 'signed by or on behalf of each party to the contract'. The question was whether the name was applied 'with authenticating intent'. The judge also queried how far the email signature could be said to be automatic. The judge concluded that the formality requirements in the statute were satisfied.

It is clear that any decision in this field will be subject to the development of digital products and their automation. When the entire body of an email is generated by default, and all the user does is click send (or not even that, in the case of auto-replies etc.), the principle of authenticating intent will be tested.

Thousands of emails are sent every minute bearing automatic signatures. It is now very likely that those emails are deemed to be 'signed' for the purposes of legislation with signature formality requirements. This might be convenient but there may be unanticipated consequences. So think very carefully before hitting the Send button - you may inadvertently be creating a legally binding contract.

For more information, contact Wilson Browne Solicitors on 0800 088 6004 or visit www.wilsonbrowne.co.uk

Wilson Browne