Emails and Agreement for Judgment Can Satisfy Statute of Frauds

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Many consumers and corporate executives alike believe that in order to have a contract that a court will honor, a prospective litigant must produce a written contract signed by both parties to the agreement. In fact, oral agreements are often enforceable, but Massachusetts law provides through the colorfully-named "Statute of Frauds" that certain categories of contracts must be in writing to be enforceable. Mass. Gen. Laws ch. 259, §1 provides several categories of contracts that can only be enforced by way of a civil action if there is a written agreement "signed by the party [or an agent of the party] to be charged therewith," including agreements for the sale of land and other real estate, and contracts that cannot be performed within one year.

In the recent case of Saint-Fort v. Sanon-Desir, the Massachusetts Appeals Court held that emails may satisfy the Statute of Frauds. 93 Mass. App. Ct. 1105 (Mass. App. 2018). In Saint-Fort, the defendant lived at a residence owned by the plaintiff in Brockton, but the plaintiff--who had never resided at the premises--agreed to obtain a mortgage on the premises in his name alone due to the defendant's poor credit. Id.at *1. After the plaintiff filed a summary process complaint against the defendant to attempt to evict the defendant from the house, counsel for both parties commenced settlement talks, in which defense counsel represented that his client was in talks with the mortgagee bank to pay off the mortgage, and exchanged emails with plaintiff's counsel evidencing an agreement for a sale of the house from the plaintiff to the defendant for the outstanding amount of the loan. Id. The parties then filed an agreement for judgment in the summary process action, providing that if the defendant was successful in her efforts to obtain a loan in order to buy the premises from the plaintiff, the action would be dismissed. Id.

Several weeks later, the plaintiff's initial counsel withdrew from the case over a difference of opinion with his client, and the plaintiff's new attorney informed defense counsel that plaintiff was willing to sell the premises to the defendant, but only for significantly more than the outstanding balance of the mortgage. Id.at 2. Defense counsel responded by filing a motion for specific performance of the alleged agreement in which plaintiff would sell the premises to defendant in exchange for the outstanding amount of the loan. Id. The Court found that the parties' emails, taken together with the subsequent agreement for judgment, were sufficient to satisfy the requirement of the Statute of Frauds, Mass. Gen. Laws ch. 259, §1. The Court explained: "the e-mails, electronically signed by counsel for both parties, were sent as part of settlement negotiations between the parties through their respective counsel. The settlement e-mails document a clear agreement 'as to the purchase price' . . . and document the plaintiff's intent that the defendant continue with 'pre- approval' in pursuit of financing for that amount." Id. at *3. Thus, the Court granted the defendant's motion for specific performance of the agreement to sell the premises for the outstanding amount of the mortgage.

The Court's holding in Saint-Fortis a good reminder to businesses and individuals that non-traditional writings can satisfy the Statute of Frauds and establish an enforceable contract. Fitch Law Partners will continue to monitor developments in this area of the law. For more information on Fitch Law Partners' business litigation practice, please visit our website.

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