## Facts

- J.B.B. Investment Partners, Ltd. and Silvester Rabic invested funds in real-estate-related LLCs associated with R. Thomas Fair and alleged fraudulent representations and omissions regarding those investments.
- On July 4, 2013, plaintiffs’ counsel emailed Fair proposed settlement terms; the email contained no signature block, no signatures by plaintiffs, and no reference to electronic signatures.
- On July 5, 2013, Fair replied by email stating “I agree” and typed his name at the end.
- After the exchange, plaintiffs sent a formal written settlement agreement with a signature block and an express electronic-signature provision; Fair did not sign it.
- Plaintiffs moved to enforce the alleged settlement under California Code of Civil Procedure § 664.6; the trial court granted the motion, treating Fair’s typed name as an electronic signature under the Uniform Electronic Transactions Act (UETA) and contract law.
- Plaintiffs sought attorney fees under a fee clause in an arbitration agreement; the trial court denied fees, finding no basis for fees in the litigation and noting the matter did not proceed to arbitration.
- Defendants appealed the settlement-enforcement order, and plaintiffs cross-appealed the fee denial.

## Issues

1. Whether Fair’s typed name at the end of an email stating “I agree” constituted a “signature” sufficient to enforce a settlement under UETA, common-law contract principles, and Code of Civil Procedure § 664.6.
2. Whether plaintiffs were entitled to attorney fees under an arbitration agreement’s fee provision after obtaining (and then defending on appeal) enforcement of the settlement.

## Decision

- The Court of Appeal reversed the order enforcing the settlement under § 664.6.
- The court held Fair’s printed/typed name in the email was not a signature under UETA or contract law on these facts, because the required intent to sign and agreement to transact electronically were not shown.
- The court affirmed the order denying plaintiffs’ attorney-fee request, reasoning that after reversal of settlement enforcement plaintiffs were not the prevailing party.

## Legal Principles

- UETA applies only when the parties have agreed to conduct the transaction by electronic means; absent such agreement, UETA does not supply signature validity.
- An “electronic signature” under UETA requires a sound, symbol, or process executed or adopted with intent to sign the electronic record; a typed name is not automatically a signature.
- Enforcement of a settlement under Code of Civil Procedure § 664.6 requires an oral stipulation on the record or a writing signed by the parties; informal email exchanges lacking qualifying signatures may not satisfy the statute.
- Post-exchange conduct, such as circulating a formal settlement document with signature blocks and an electronic-signature clause, may indicate the parties did not treat earlier emails as a final, signed settlement.
- Attorney-fee entitlement generally depends on a contractual or statutory basis and prevailing-party status; reversal of the underlying merits ruling can defeat prevailing-party fees.

## Conclusion

The court refused to enforce an email settlement under § 664.6 because a typed name appended to an “I agree” email did not qualify as a signature where the parties had not agreed to transact electronically and the sender lacked intent to sign a binding settlement, and it affirmed denial of attorney fees because plaintiffs were not the prevailing party after reversal.


J.B.B. Inv. Partners, Ltd. v. Fair, 232 Cal. App. 4th 974 (Cal. Ct. App. 2014)