## Facts

- Anchor Bank acquired title to two foreclosed apartment buildings in Anoka, Minnesota and discussed selling them to SN4, LLC and DN10, LLC (buyers).
- The buyers and Anchor Bank negotiated by exchanging emails with revised purchase-agreement attachments over several months.
- Many emails described the attached agreements as “drafts,” and none of the attached agreements contained Anchor Bank’s handwritten signature or an electronic signature within the agreement document.
- On July 26, 2012, Anchor Bank emailed an agreement dated July 18, 2012, characterizing it as a “draft.”
- On August 16, 2012, the buyers hand-signed the July 18 version, but Anchor Bank never signed it.
- On October 24, 2012, Anchor Bank emailed a bank-signed agreement dated October 23, 2012, proposing a $1.95 million price; the buyers did not accept it, asserting a contract already existed at a lower price.
- Anchor Bank sold the properties to 22801 7th, LLC; the buyers sued for breach of contract and sought to bar the statute-of-frauds defense via equitable estoppel.
- The district court granted summary judgment to Anchor Bank and 22801 7th, LLC; the buyers appealed.

## Issues

1. Whether typed names/signature blocks in emails can constitute an electronic signature under Minnesota’s UETA sufficient to “subscribe” an attached real-estate purchase agreement and satisfy the statute of frauds.
2. Whether Anchor Bank’s conduct and communications equitably estopped it from asserting the statute of frauds.

## Decision

- The court of appeals affirmed summary judgment for Anchor Bank and 22801 7th, LLC.
- The court held that an electronic signature in an email does not, by itself, show intent to electronically sign an attached document; the circumstances control, including whether the attachment itself bears an electronic signature and whether it was a draft or final.
- No reasonable fact-finder could conclude the parties agreed to conduct the transaction, or to sign the purchase agreement, by electronic means.
- The July 18 agreement the buyers signed was transmitted as a “draft” and was never subscribed by Anchor Bank; the only bank-signed version was the later October 23 proposal, which the buyers did not accept.
- The buyers failed to raise a genuine fact issue supporting equitable estoppel because the record showed ongoing negotiations, not a material misrepresentation inducing reasonable detrimental reliance.

## Legal Principles

- A contract for the sale of land must be in writing and subscribed by the party to be charged to satisfy the statute of frauds.
- Under Minnesota’s UETA, an electronic signature is effective only when executed or adopted with intent to sign the relevant record, and a signature in an email is not automatically a signature on an attached document.
- Whether an attachment is electronically signed depends on context, including the presence of a signature on the attachment and whether the attachment was presented as a draft or as final.
- Equitable estoppel against a statute-of-frauds defense requires a material misrepresentation, reasonable reliance, and resulting detriment; evidence of negotiations and draft exchanges is insufficient without a qualifying misrepresentation and reliance.

## Conclusion

The court held there was no enforceable real-estate purchase contract because Anchor Bank never subscribed the alleged agreement and the email signature blocks did not show intent to sign the attached drafts; equitable estoppel did not bar the statute-of-frauds defense, so summary judgment for the bank and the subsequent purchaser was affirmed.


SN4, LLC v. Anchor Bank, 848 N.W.2d 559 (Minn. Ct. App. 2014)