## Facts

- A prospective buyer and the owners negotiated the sale of residential property at 5 Main Street in Marion, Massachusetts.
- In April 2001, the parties executed a formal, signed purchase-and-sale agreement; it was later terminated when a required wharf license could not be obtained, and the deposit was returned.
- Negotiations resumed in July–September 2001 through email only, including offers and counteroffers addressing price, a 10% deposit, a quick closing, and waiver of common contingencies (including financing).
- The emails identified the property and key terms and ended with the sender’s typewritten name.
- The sellers ultimately refused to proceed and no new formal purchase-and-sale agreement was signed.
- The buyer sued for specific performance and damages for breach of an alleged contract formed through the email exchange.

## Issues

1. Whether a series of emails can constitute a “writing” sufficient to satisfy the Statute of Frauds for a contract for the sale of land.
2. Whether a typewritten name at the end of an email can qualify as a “signature” under the Statute of Frauds.
3. Whether, at the pleading stage, the emails plausibly alleged an enforceable agreement despite contemplation of a later formal purchase-and-sale document.

## Decision

- The court denied the sellers’ motion to dismiss.
- The court held the alleged email exchange could constitute a sufficient written memorandum of a land-sale contract under the Statute of Frauds.
- The court held a typed name at the end of an email may constitute a “signature” if placed with intent to authenticate the message.
- The court concluded disputes about contract formation and intent could not be resolved on a motion to dismiss.

## Legal Principles

- A Statute of Frauds memorandum for the sale of land may be satisfied by multiple related writings when, taken together, they state the essential terms of the transaction.
- Electronic communications may qualify as “writings” for Statute of Frauds purposes when they contain the material terms and identify the subject property.
- A typed name in an email may constitute a Statute of Frauds “signature” when a factfinder could infer it was inserted to authenticate the communication.
- Contemplation of a later, more formal agreement does not, by itself, negate contract formation if the parties’ communications plausibly show present assent to essential terms.

## Conclusion

The court allowed the buyer’s claims to proceed, holding that a land-sale agreement may be plausibly alleged through an email chain stating essential terms and bearing typed names that could be found to authenticate the messages, thereby potentially satisfying the Statute of Frauds.


Shattuck v. Klotzbach, 14 Mass. L. Rptr. 360 (Mass. Super. Ct. 2001)