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Rosenfeld v. Zerneck

4 Misc.3d 193, 776 N.Y.S.2d 458 (Sup. Ct. Kings Co., NY, May 4, 2004)

Email Accepting Offer To Purchase Real Property Satisfies Statute Of Frauds

Court holds that email sent by defendant accepting plaintiff's offer to purchase real property, upon which defendant typed his name, satisfies the requirement of the Statute of Frauds that contracts for the transfer of an interest in real property be evidenced by a writing.  The Court nonetheless dismissed plaintiffs' claim, seeking specific performance of the parties' alleged agreement, because the emails the parties exchanged failed to contain all of the essential terms of a contract for the sale of real property.

Plaintiffs made an all cash offer to purchase defendant's house.  Defendant responded in an email, in which he accepted plaintiffs' offer, set a date by which the sale must close, and stated that the offer was not subject to any financing contingences.  A written contract of sale was to follow.  At the foot of the e-mail, defendant typed his name.  When the parties subsequently failed to consummate their transaction, plaintiffs brought this suit for specific performance.

On defendant's motion for summary judgment, the Court held that defendant's email satisfied the requirements of the Statute of Frauds that contracts for the sale of real property be evidenced by a writing signed by the party to be charged.  Said the court:

This Court holds that the sender's act of typing his name at the bottom of the e-mail manifested his intention to authenticate this transmission for Statute of Frauds purposes and the copy of the e-mail in question submitted as evidence by the defendant constitutes a sufficient demonstration of same.

In reach this result, the Court relied upon a 1994 amendment to the Statute of Frauds, which, as amended provided that:

The tangible written text produced by telex, telefacsimile, computer retrieval or other process by which electronic signals are transmitted by telephone or otherwise shall constitute a writing and any symbol executed or adopted by a party with the present intention to authenticate a writing shall constitute a signing (General Obligations Law section 5-701([b][4]).

The Court nonetheless granted defendant's motion, and dismissed plaintiffs' complaint, because the defendant's email failed to contain several "essential terms," including the amount of a down payment, and the treatment of a commercial lease encumbering the property.

In reaching this result, the Court distinguished a decision of the Court of Appeals in Parma Title v. Estate of Short, 87 N.Y.2d 524 (1996) which held that:

"the automatic imprinting, by a fax machine, of the sender's name at the top of each page transmitted," id at 428, did not "constitute a signing authenticating the contents of the document for Statute of Frauds purposes"

This appears to leave the question of whether an email sent by an individual from a computer which is programmed automatically to list his name and contact information at the foot thereof will satisfy the Statute of Frauds.

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