New York Appellate Court Rules that E-Mail Signatures Constitute a Signed Writing and are Sufficient to Modify an Agreement under New York Law
February 12, 2009
Parties should be mindful of any content contained in email exchanges that could be construed as assent to enter into a new contract or an amendment of an existing contract. A recent New York court decision ruled that emails containing such terms that bear the senders’ electronic signature block are sufficient to modify an agreement.
A New York Appellate Court ruled that a series of e-mails that included the parties’ electronic signature blocks at the bottom of the e-mails constitutes a signed writing and can be used to modify and amend an agreement. The court ruled that the electronic signature block at the end of each e-mail message signaled the party’s “intent to authenticate” its contents, and signaled all of the parties’ acceptance of the modifications contained in the e mails.
In Stevens v. Publicis, S.A. (2008 N.Y. Slip Op. 02880), Arthur H. Stevens was removed from his post as an executive of a subsidiary company of Publicis U.S.A. Stevens and Bob Bloom, former Chairman and Chief Executive Officer of Publicis U.S.A., exchanged a series of e-mails where Bloom suggested that Stevens could remain with the company if he met certain business development duties and cultivated certain current client relationships. Stevens e-mailed his acceptance of the proposed terms to Bloom, and Bloom responded to Stevens’ e-mail noting his enthusiasm for Stevens’ decision.
Publicis U.S.A. did not retain Stevens in any capacity, nor did they offer him the role discussed in the series of e-mails between Stevens and Bloom. After these events, Stevens filed a claim for breach of contract against Publicis U.S.A. based on his e-mail correspondence with Bloom, claiming that the series of e-mails constituted an amendment to Stevens’ Employment Agreement. The Appellate Court ruled that Bloom’s offer, and Stevens’ acceptance via e-mail, fulfilled a clause in Stevens’ Employment Agreement that required that all parties sign any modification to the Employment Agreement, and therefore served as an amendment to Stevens’ Employment Agreement. The court held that the e-mails served as “signed writings” under the statute of frauds, as each e-mail bore the typed name of the sender at the foot of the message, which the court found to indicate the author’s “intent to authenticate” its content.
While this decision comes from a New York Appellate Court and focuses on New York law, it is not unforeseeable that other jurisdictions could follow in the footsteps of this court’s decision. If a court finds that parties intended to modify an agreement through e-mail exchanges, even if the underlying agreement contains amendment provisions requiring that amendments be “in writing,” and if the e-mails contain signature blocks from the e-mail senders, courts could interpret these actions as an amendment. In light of this decision, you may want to consider whether your agreements that contain provisions requiring that amendments be in writing should further specify that e-mail exchanges containing signature blocks and/or typed names at the bottom do not amount to a signed writing.
A New York Appellate Court ruled that a series of e-mails that included the parties’ electronic signature blocks at the bottom of the e-mails constitutes a signed writing and can be used to modify and amend an agreement. The court ruled that the electronic signature block at the end of each e-mail message signaled the party’s “intent to authenticate” its contents, and signaled all of the parties’ acceptance of the modifications contained in the e mails.
In Stevens v. Publicis, S.A. (2008 N.Y. Slip Op. 02880), Arthur H. Stevens was removed from his post as an executive of a subsidiary company of Publicis U.S.A. Stevens and Bob Bloom, former Chairman and Chief Executive Officer of Publicis U.S.A., exchanged a series of e-mails where Bloom suggested that Stevens could remain with the company if he met certain business development duties and cultivated certain current client relationships. Stevens e-mailed his acceptance of the proposed terms to Bloom, and Bloom responded to Stevens’ e-mail noting his enthusiasm for Stevens’ decision.
Publicis U.S.A. did not retain Stevens in any capacity, nor did they offer him the role discussed in the series of e-mails between Stevens and Bloom. After these events, Stevens filed a claim for breach of contract against Publicis U.S.A. based on his e-mail correspondence with Bloom, claiming that the series of e-mails constituted an amendment to Stevens’ Employment Agreement. The Appellate Court ruled that Bloom’s offer, and Stevens’ acceptance via e-mail, fulfilled a clause in Stevens’ Employment Agreement that required that all parties sign any modification to the Employment Agreement, and therefore served as an amendment to Stevens’ Employment Agreement. The court held that the e-mails served as “signed writings” under the statute of frauds, as each e-mail bore the typed name of the sender at the foot of the message, which the court found to indicate the author’s “intent to authenticate” its content.
While this decision comes from a New York Appellate Court and focuses on New York law, it is not unforeseeable that other jurisdictions could follow in the footsteps of this court’s decision. If a court finds that parties intended to modify an agreement through e-mail exchanges, even if the underlying agreement contains amendment provisions requiring that amendments be “in writing,” and if the e-mails contain signature blocks from the e-mail senders, courts could interpret these actions as an amendment. In light of this decision, you may want to consider whether your agreements that contain provisions requiring that amendments be in writing should further specify that e-mail exchanges containing signature blocks and/or typed names at the bottom do not amount to a signed writing.
