When Does a Text Become a Binding Contract in Real Estate

Jun 2, 2017 / Author Sara Hall
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Watch out, that text you just sent may have created an enforceable contract. As the use of electronic communication has become more pervasive in society, warnings regarding its various forms: text messages, email, Facebook posts, Facebook messages, and even Snapchat messages, have likewise become pretty commonplace. Keep in mind, these warnings need to go far beyond warning your children of social media’s ill effects. Your use of social media and electronic communication can have far reaching effects for you and may bear on your legal rights. The potential serious implications resulting from your use of communications technology was recently addressed by a Land Court in Massachusetts: St. John’s Holdings, LLC v. Two Elecs., LLC.1

Centuries Old Laws Being Translated  for Today

The St. John’s Court commented that our legal system took root centuries ago: Many legal concepts developed in that time, such as the Statute of Frauds. Trying to navigate today’s murky waters of rapidly disappearing “for-your-eyes-only communication applications” using legal doctrines originating in the seventeenth century has been taxing for trial attorneys up through the appellate courts.

With regard to a contract for the sale of land, the Statute of Frauds generally requires that for the contract to be enforceable, the contract must be supported by a writing that includes the agreements’ essential terms and is signed by the party against whom enforcement is sought or an authorized agent of that party. It has been generally accepted in Florida that a writing may take almost any possible form. Additionally, several writings, even if only one of those writings is actually signed by the person against whom enforcement of the contract is sought, may be viewed together to satisfy the general requirements of the Statute of Frauds with regard to a contract for the sale of land.

The case before the St. John’s Court involved the potential sale of a commercial building. The buyer through its broker sent an email with an attached letter of intent. The seller through its broker countered via email with changed terms. The correspondence continued in email exchanges and phone calls for a time. After the span of some days, the brokers began sending text messages to one another containing details of the offers. Initially, the text messages were of a more formal nature: beginning with a salutation, multiple sentences in the body, and a signature line. As the correspondence progressed, the text messages became more informal to the extent that the text messages were comprised of approximately thirteen words constituting the body of the message: there was a marked lack of salutations and signatures.

Text Messages Could Be Used in as Writing Under Statute of Frauds

Despite this, the St. John’s Court, in addressing a motion for a temporary restraining order, held “the text message at issue can constitute a writing under the Statute of Frauds sufficient to bind [the seller] to an agreement to sell the Subject Property.” Taking all of the parties’ brokers communications together: the various text messages; calls; emails, with signature lines and without signature lines, the Court made that determination and enjoined the seller from conveying or encumbering the land until such time as a final determination as to the enforceability of the contract could be made. The immediate legal result was the seller was enjoined from closing on a separate sales contract that the seller had entered into with a third-party buyer for the same at-issue commercial building.

A court holding that a text message constitutes a writing such that a party could enforce a contract for the sale of real estate is intrinsically remarkable. This holding is more intriguing once you consider the text message at issue in the St. John’s case was a mere thirteen words long.

Keeping in mind, in Florida law, it is generally accepted that a writing required by the Statute of Frauds for the sale of land can take any form. But a text message? The text message at issue did not contain a signature. In addition to requiring a writing, the Statute of Frauds requires that the writing be signed by the party against whom the enforcement of the contract is sought. There was not what traditionalists would term a “signature” on the text message. Specifically, the seller’s text message read: “Matt was out of town today. He will get back to us tomorrow.”

Yet the St. John’s Court did determine that the text message was signed. The Court reasoned, at the onset of the text conversation between the two brokers, the two men did actually include a signature line to their text messages. Subsequent text messages became more informal and the signature line was dropped in favor of brevity. The Court concluded this was an accepted method by the brokers of sending information regarding the offers: And so, the lack of signature line on the last thirteen-word text message mattered naught to the Court.

Always be Aware of the Legal Ramifications of Writing

It is increasingly important to understand the legal ramifications of any writing before sending it. As the use of more ephemeral communication technologies becomes more prevalent with people more commonly using applications like Snapchat, Kik, and Wickr, finding a legal team with the technological and evidentiary knowledge that is necessary to address these complex issues could be the difference between being able to sell your property or being stuck hanging onto it during a costly court battle.

About Sara F. Hall

About the Author: Sara F. Hall is a litigation attorney with Vernon Litigation Group in the firm’s Naples, Florida office. She focuses her practice on commercial, business, and real estate litigation. Prior to joining Vernon Litigation Group, Ms. Hall was a felony prosecutor with the Office of the State Attorney for the Twentieth Judicial Circuit. In addition to her law degree, Ms. Hall has a Bachelor of Arts in Economics and Business as well as a Master of Arts in Mass Communication with a specialization in Public Relations. For additional information regarding Ms. Hall and Vernon Litigation Group, visit vernonlitigation.com. To speak with Ms. Hall or another attorney at Vernon Litigation Group by phone, call Vernon Litigation Group at 1-877-649-5394 or you may reach us by e-mail at info@vernonlitigation.com

1 St. John’s Holdings, LLC v. Two Elecs., LLC, 2016 Mass. LCR LEXIS *49, 2016 WL 1460477 (Mass. Land Court April 14, 2016).

Ms. Hall is a litigator with Vernon Litigation Group in the firm’s Naples, Florida office. She focuses her practice on commercial, business, and real estate litigation.