Rosenfeld v. Zerneck - 4 Misc. 3d 193, 776 N.Y.S.2d 458 (Sup. Ct. 2004)

Rule:

The automatic imprinting, by a fax machine, of the sender's name at the top of each page transmitted does not constitute a signing authenticating the contents of the document for Statute of Frauds purposes because the fax machine, after being programmed to do so, automatically imprints the sender's name on every page transmitted without regard to the applicability of the Statute of Frauds to a particular document. Nor does the intentional programming of the fax machine suffice to demonstrate the sender's intention to authenticate every document subsequently faxed.

Facts:

The buyer sent an e-mail with his typewritten signature at the end indicating his firm offer for the home and agreeing to the closing date previously discussed between the parties. The buyer filed a complaint seeking specific performance of the contract. Defendant moved for summary judgment dismissing the complaint, arguing that the e-mail sent was merely preliminary and was never intended as the consummate agreement, which required further discussion.

Issue:

Under the circumstances, was there a valid agreement between the buyer and the seller that would warrant the grant of the remedy of specific performance in favor of the buyer? 

Answer:

No.

Conclusion:

The court granted the seller's motion and dismissed the complaint. The court held that the buyer's act of typing his name at the bottom of the e-mail manifested his intention to authenticate the transmission for Statute of Fraud purposes. However, the court found that no meeting of the minds had occurred as to the terms of the sale of the premises because although the e-mail identified the parties, the property, and the stated price, it failed to lay out all of the essential terms of the agreement. It was noted that the e-mail did not set forth any understanding as to the amount of the contract deposit, nor did it indicate how the parties intended to treat the commercial lease then encumbering the premises.