## Facts

- Prospective buyers Tommy Rosenfeld and Deborah Goodstein Rosenfeld sought to purchase Michael Zerneck’s residence at 18 Prospect Park West in Brooklyn.
- After viewing the property, plaintiffs made an all-cash offer and followed up by email.
- Following a telephone conversation, defendant emailed that he accepted an all-cash offer of $3,525,000, with no financing or sale contingencies, and a closing date no later than July 1, 2004.
- Defendant’s email invited plaintiffs to schedule an inspection and stated his attorney would prepare a contract of sale to be signed after the engineer’s report; defendant typed “Michael” at the end of the email.
- Plaintiffs replied by email providing requested information, but the parties never executed a formal contract of sale.
- Plaintiffs sued for specific performance, asserting the email exchange formed an enforceable contract; defendant moved for summary judgment.

## Issues

1. Whether defendant’s typed name at the end of his email constituted a sufficient “subscription” to satisfy New York’s Statute of Frauds for a contract concerning real property.
2. Whether the email exchange contained all essential terms necessary to form an enforceable real property sales contract supporting specific performance.

## Decision

- The court held that defendant’s act of typing his name at the bottom of the email constituted a signing that can satisfy the Statute of Frauds.
- The court nonetheless found no enforceable contract for the sale of the property because the email exchange omitted essential terms and reflected that the parties anticipated a later formal contract.
- Defendant’s motion for summary judgment was granted, and the complaint seeking specific performance was dismissed.

## Legal Principles

- Under New York’s Statute of Frauds, a writing may be produced through electronic transmission, and a symbol executed or adopted with present intent to authenticate may constitute a signing.
- A typed name at the end of an email may evidence intent to authenticate and satisfy the subscription requirement; an automatic machine-generated imprint is different because it may not reflect intent to authenticate.
- Even where a writing is signed for Statute of Frauds purposes, a real estate sale agreement is unenforceable if it lacks definite essential terms.
- A communication indicating that counsel will prepare a later contract, to be signed after further steps (e.g., inspection/engineer’s report), supports treating the exchange as incomplete negotiations rather than a final agreement.

## Conclusion

The court recognized that an email bearing a deliberately typed name can satisfy statutory signing requirements, but refused to compel a real property sale where the email exchange omitted essential terms and contemplated a later formal contract, warranting summary judgment for the seller.


Rosenfeld v. Zerneck, 776 N.Y.S.2d 458 (N.Y. Sup. Ct. 2004)