Buying or Selling Land? Instruct Your Solicitor Carefully

A recent case* is a timely reminder to take care when instructing solicitors to buy or sell land. In Neocleous v Rees, the court found that a series of emails, signed with a solicitor’s email signature, automatically inserted as a footer, constituted the execution of a binding contract for the sale of land.

Acceptance of offer binding
In this case, Rees, the defendant, instructed her solicitor to accept an offer, made by Neocleous, for the sale of her small plot of land on the eastern side of Lake Windemere. Rees’ land, accessible only by crossing Neocleous’ land, was the subject of a dispute about right of way and the sale was intended to settle that dispute.

The solicitors for both parties sent a series of emails to each other which, together, identified the land, the agreed sale price and the fact that the sale would constitute full and final settlement of the dispute between the parties. Rees later attempted to renege on that agreement. In court, Neocleous argued that Rees’ solicitor’s auto-general email signature constituted a signature for the purposes of the statutory formalities required for the sale of land under section 2 of the Law of Property (Miscellaneous Provisions) Act 1989. Section 2 requires, among other things, that a contract for the sale of land must be signed by or on behalf of each party.

Auto-generated email signatures
The Court agreed with Neocleous that an auto-generated email signature can constitute a signature to create a binding contract for the sale of land because the:

• auto-generated signature was created, at some point, to be inserted into the email as a result of a conscious decision;
• sender was aware that the email signature was being inserted into their emails;
• sender used the words ‘Many thanks’ just before the auto-generated email signature, showing an intention to connect the name with the contents of the email; and
• name and contact details in the email signature were in the conventional style of a document signature.

This case demonstrates the impact of technology on practices that have developed prior to that technology. Consequently, anybody instructing a solicitor should be aware that a verbal instruction over the phone to accept or make an offer for the sale/purchase of land may be all that’s needed for the solicitor to create a binding contract. Often, even the technologically savvy assume that some special, formal procedures are required for the sale of land, such as a hand written signature on a physical contract. As a result, clients may instruct advisers without realising the potential consequences of that instruction. If you wish your solicitor to explore the degree of flexibility of the other party but do not yet wish to create a binding contract, then your intentions should be clearly communicated.

*Neocleous v Rees [2019] EWHC 2462 (Ch)

For more information please contact Elizabeth Deyong (email: e.deyong@barrellison.co.uk) (telephone: 01223 417 267).

Disclaimer: While we do all that is possible in terms of ensuring its accuracy, this blog contains general information only. Nothing in these pages constitutes legal advice. You need to consult a suitably qualified lawyer from the firm on any specific legal problem or matter.