Law School Case Brief
J.B.B. Inv. Partners, Ltd. v. Fair - 232 Cal. App. 4th 974, 182 Cal. Rptr. 3d 154 (2014)
Attributing the name on an e-mail to a particular person and determining that the printed name is the act of this person is a necessary prerequisite but is insufficient, by itself, to establish that it is an electronic signature. Civ. Code, § 1633.9, subd. (a). California's Uniform Electronic Transactions Act, Civ. Code, § 1633.1 et seq., defines the term "electronic signature." Civ. Code, § 1633.2, subd. (h), states that "electronic signature" means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record.
R. Thomas Fair (Fair), Bronco RE Corporation (Bronco), BRE Boulevard LLC (Boulevard) and BRE Cameron Creek LLC (Cameron) (collectively, defendants) appealed from a judgment following the trial court's grant of a motion pursuant to Code of Civil Procedure section 664.6 by J.B.B. Investment Partners, Ltd. (JBB), and Silvester Rabic (collectively, plaintiffs) to enforce a settlement between plaintiffs and defendants. The trial court found that Fair's printed name at the end of his e-mail, where he had agreed to settlement terms set forth in an e-mail from plaintiffs' counsel, was an “electronic signature” within the meaning of California's Uniform Electronic Transactions Act (UETA). Subsequently, plaintiffs requested attorney fees pursuant to a provision in an arbitration agreement between the parties. The trial court found plaintiffs to be the prevailing parties but denied the request for attorney fees because the matter never proceeded to arbitration and plaintiffs had failed to show that any contract authorized fees in the present litigation. Plaintiffs appealed from the order denying them attorney fees.
- Was Fair’s printed name at the end of his e-mail where he had agreed to settlement terms set forth in an email from plaintiffs’ counsel an “electronic signature” within the meaning of California's Uniform Electronic Transactions Act (UETA)?
- Were plaintiffs entitled to attorney fees?
The Court held that the trial court erred when it concluded that the principal's printed name at the bottom of his e-mailed response to plaintiffs' e-mailed first settlement offer satisfied § 664.6's strict signature requirements, because the principal's printed signature was not an “electronic signature” within the meaning of California's Uniform Electronic Transactions Act. According to the Court, while the exchange of e-mail messages between the parties showed that they clearly agreed to negotiate the terms of the settlement by e-mail, plaintiffs did not demonstrate that the parties ever agreed to conduct transactions by electronic means or that the principal intended with his printed name at the end of his e-mail to sign electronically the offer. Moreover, the principal's subsequent voicemail and text messages from his cell phone did not indicate he intended his e-mail to be a signature to the electronic record. Because the trial court had to find that all of the parties signed the settlement agreement, it was error for it to enforce the settlement agreement upon a finding that it was more likely than not the principal had agreed to settle. Anent the second issue, the court concluded plaintiffs were not entitled to attorney fees because they were not the prevailing party.
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