Rosenfeld v. Zerneck

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

Factual Background
Plaintiff sought to compel specific performance of a contract for the sale of the defendant’s home. Plaintiffs allege that an e-mail they sent offering $3,500,000 for a house located at 18 Prospect Park West and the subsequent response from the defendant declaring that he “[he] accepted [the plaintiffs] all cash offer of $3,525,000.00 for the property” constitutes a binding contract.

Defendant claimed that the e-mail he sent to the plaintiff was not the embodiment of the full agreement; rather it was a preliminary e-mail that required further discussion. As a result, the defendant made a motion for summary judgment.

Appellate Court Proceedings
On appeal, the Supreme Court of Kings County granted defendant's motion for summary judgment. In coming to this conclusion, the court analyzed two different issues.

First, the court analyzed whether or not a typed signature at the bottom of an e-mail was sufficient to satisfy the requirement that “writing be subscribed under New York State’s general Statute of Frauds.” The court concluded that a typewritten name on an e-mail, as opposed to a program-generated name on a facsimile transmission, is sufficient to show that defendant intended to authenticate the transmission and is therefore sufficient for Statute of Fraud purposes.

Second, the court reasoned that the content of the e-mails in question failed to set forth any mutual understanding of the vital terms of the agreement. The court noted the absence of any understanding as to the amount of the contract deposit and the absence of mutual assent when indicating how the parties intended to treat the commercial lease then encumbering the premises was enough to show that the defendant did not intend for his e-mail to be treated as a binding agreement.