John McClare v. James J. Rocha
2014 ME 4
| Me. | 2014Background
- McClare, Rocha, and Merrill are tenants in common of a Bangor property; each owns one-third and the co-tenants have a right of first refusal.
- June 30, 2010: Rocha’s attorney emailed an offer to buy McClare’s one-third for one-third of the assessed value ($430,600 → $143,533) and said Rocha would speak directly with McClare if helpful.
- July 8, 2010: McClare’s attorney replied: “My client accepts your clients offer of $143,533 for his 1/3 interest… I will prepare the deed. Let me know who will take title.”
- December 2010: McClare gave formal notice under the right of first refusal informing co-tenants of his intent to sell at $143,533; neither Rocha nor Merrill exercised the right.
- McClare sued for specific performance (or partition). Superior Court granted Rocha summary judgment, finding no valid contract; McClare appealed. The Supreme Judicial Court vacated and remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether emails satisfy statute of frauds (writing/signature) | Emails are writings and the email exchange is a signed writing under UETA and common-law definitions | Emails are not a signed writing sufficient to satisfy statute of frauds | Email can be a writing and an electronic signature can satisfy the statute of frauds under UETA; whether parties agreed to transact electronically is a factual issue |
| Whether the emails contain all material terms to form a land-sale contract | Emails identify parties, property, and price; these are the essential terms to form a contract | Missing payment terms (down payment, financing) show no contract as a matter of law | Identification of parties, property, and price are basic required terms; absence of additional payment terms may bear on mutual assent but does not preclude contract as a matter of law |
| Whether there was mutual assent to be bound (offer/acceptance) | Use of “offer” and “accept” between counsel, plus subsequent right-of-first-refusal notice and conduct, evidence intent to be bound | The communications were preliminary negotiations; customary land sales require more formal written instruments and further negotiation | Material factual disputes exist about intent to be bound and whether parties agreed to transact by electronic means; these issues preclude summary judgment |
| Certification of partial final judgment for appealability | (procedural posture) McClare appealed interlocutor; Superior Court certified partial final judgment under Rule 54(b) | Rocha defended certification | Certification was not an abuse of discretion; appellate court reached merits |
Key Cases Cited
- Wells Fargo Home Mortg. v. Spaulding, 930 A.2d 1025 (Me. 2007) (scope of writings that satisfy statute of frauds)
- Sullivan v. Porter, 861 A.2d 625 (Me. 2004) (requirements for contract formation and material terms in land-sale cases)
- Lamle v. Mattel, Inc., 394 F.3d 1355 (Fed. Cir. 2005) (email can satisfy statute of frauds)
- Cloud Corp. v. Hasbro, Inc., 314 F.3d 289 (7th Cir. 2002) (sender’s name on email can satisfy signature requirement)
- Des Brisay v. Foss, 162 N.E. 4 (Mass. 1928) (memorandum to satisfy statute of frauds must state parties, locus, and price)
- A.B.C. Auto Parts v. Moran, 268 N.E.2d 844 (Mass. 1971) (essential elements of land-sale contract include nature, parties, locus, and price)