232 Cal. App. 4th 974
Cal. Ct. App.2014Background
- Plaintiffs J.B.B. Investment Partners and Silvester Rabic sent a July 4, 2013 email settlement offer proposing specific terms and stating formal settlement paperwork would be drafted later.
- On July 5, 2013, defendant R. Thomas Fair sent multiple communications (emails, texts, voicemails) saying “I agree” and appended his printed name to an email; plaintiffs’ counsel later confirmed they would draft formal settlement paperwork.
- Plaintiffs filed suit mid-day July 5; plaintiffs’ counsel later sent a July 11 draft settlement that expressly allowed electronic signatures and included signature blocks; Fair did not sign that draft.
- Plaintiffs moved under Code Civ. Proc. § 664.6 to enforce the alleged July 5 settlement; the trial court found by a preponderance of evidence there was a meeting of the minds and that Fair’s typed name constituted an “electronic signature” under California’s UETA, and entered judgment for plaintiffs.
- On appeal, defendants argued (inter alia) Fair’s printed name was not an electronic signature under UETA and the § 664.6 signed-writing requirement was not satisfied; plaintiffs sought attorney fees under an arbitration clause but the trial court denied fees (finding no contract authorizing fees in this litigation).
- The Court of Appeal reversed enforcement under § 664.6 (holding Fair’s printed name was not an electronic signature nor a contract signature) and affirmed denial of plaintiffs’ fee request because plaintiffs were no longer prevailing parties.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Fair’s printed name at end of his email constituted an “electronic signature” under UETA (§ 1633.1 et seq.) | The typed name was an electronic signature; § 1633.7(d) says an electronic signature satisfies a law requiring a signature. | UETA requires (1) transaction-by-electronic-means consent and (2) intent to sign the electronic record; the record lacks evidence Fair intended his typed name to authenticate a binding settlement. | Reversed: Fair’s printed name was not an electronic signature under UETA as a matter of law; parties did not agree to finalize the transaction electronically nor show intent to sign. |
| Whether the § 664.6 enforcement requirement (a writing signed by the parties) was satisfied | Plaintiffs argued the July 5 communications (including Fair’s typed name) met the signed‑writing requirement and manifested mutual assent. | Defendants argued § 664.6 requires signatures by all litigants on the same writing and Fair’s typed name did not authenticate a signed writing. | Reversed: § 664.6 strict requirements not met; trial court failed to ensure the writing was signed by all parties, and Fair’s typed name did not satisfy § 664.6. |
| Whether Fair’s typed name constituted a signature under common-law contract principles | Plaintiffs relied on cases where typed names on telegrams/emails could authenticate a writing and the surrounding communications showed assent. | Defendants argued intent to authenticate is required; evidence shows parties contemplated later formal paperwork and did not treat the July 5 email as a final signed agreement. | Held: Even under contract law, Fair’s typed name did not demonstrate intent to authenticate or execute a settlement; not sufficient to enforce under § 664.6. |
| Whether plaintiffs were entitled to attorney’s fees under the arbitration agreement and § 1717 | Plaintiffs argued the arbitration clause awarded fees to the prevailing party and urged fees for litigation enforcement. | Defendants pointed out the clause applied to prevailing party in arbitration only; plaintiffs only prevailed at trial court level but enforcement was reversed on appeal. | Affirmed: Plaintiffs were not prevailing parties after reversal, so denial of attorney fees was correct. |
Key Cases Cited
- Lamle v. Mattel, 394 F.3d 1355 (Fed. Cir. 2005) (typed name on electronic messages may under some circumstances indicate assent)
- Levy v. Superior Court, 10 Cal.4th 578 (Cal. 1995) (§ 664.6 requires signatures of the litigants themselves on the writing)
- Sully-Miller Contracting Co. v. Gledson/Cashman Constr., Inc., 103 Cal.App.4th 30 (Cal. Ct. App. 2002) (strict compliance with § 664.6 signed-writing requirement is prerequisite to enforcement)
- Harris v. Rudin, Richman & Appel, 74 Cal.App.4th 299 (Cal. Ct. App. 1999) (§ 664.6 requires signatures of parties to be enforced against them)
- Weddington Productions, Inc. v. Flick, 60 Cal.App.4th 793 (Cal. Ct. App. 1997) (trial court may determine disputed facts on § 664.6 motion but cannot create material terms)
- Ni v. Slocum, 196 Cal.App.4th 1636 (Cal. Ct. App. 2011) (legislature’s approval of electronic signatures in commercial transactions)