In a recent ruling, the Land Court found that a series of email exchanges between parties did not establish a meeting of the minds and an intent to form an enforceable agreement, and therefore the email exchanges could not satisfy the Statute of Frauds.
Boulay v. Boulay is a partition action, involving property owned by a family trust and a dispute between brothers, who were the beneficiaries of the family trust. The brothers – Todd and Chad – began discussions concerning Todd’s purchase of Chad’s beneficial interest in the trust. They exchanged emails discussing the terms of the transfer of interest, which included a $75,000 payment by Todd to Chad. The proposed transaction would involve changing ownership on the deed for the real property, and a dispute arose between the brothers of whose name would appear. Todd claimed that the email exchange constituted an enforceable written agreement.
For a contract to be enforceable, the parties to the contract must agree on the material terms and must have an intent to form an enforceable agreement. Without agreement as to all material terms, there is no enforceable agreement. Further, contracts in Massachusetts involving the sale of real property must comply with the Statute of Frauds, which requires a written, signed agreement.
The Court reiterated the now well-established principle that email exchanges can satisfy the requirements of the Statute of Frauds when the emails memorialize the agreement between the parties. However, where the email exchanges constitute a negotiation that does not result in a meeting of the minds on all material terms, the Statute of Frauds in not satisfied.
The Court found that the brothers had no meeting of the minds on certain material terms, noting that the identity of the individual on the deed when property is transferred constitutes a material term. The Court also found no intent to be bound as a result of Todd’s statements that he would not “sign off” on an agreement until it was reduced to a written agreement drafted by an attorney. The Court concluded that the email exchanges evidenced that the parties were in the stage of imperfect negotiation, which is insufficient to form a binding contractual obligation.