By: Thomas S. Tripodianos Published: January 2016

Can a valid binding settlement agreement be expressed in a series of emails?

Answer. Yes.

The Contractor seeks to recover the total sum of $41,765.62 for services rendered. The Client retained the services of the Contractor on or about March 2010 to perform services on its behalf. The parties executed an agreement and pursuant to the agreement, the Contractor avers to sending the Client monthly invoices showing the services rendered and amounts paid and unpaid. The Contractor alleges an unpaid balance of $41,765.62.

It is the Clients contention that a settlement agreement was proposed and agreed to between the parties. The Client averred that he accepted the Contractor’s settlement proposal and agreed to make a lump sum payment as the Contractor requested. Pursuant to their agreement, the Client stated that he prepared and forwarded the settlement documents to the Contractor for execution. Then the Contractor changed his mind and backed out of the settlement.

The Contractor relies upon the fact that no written agreement was exchanged and that there was no firm and final commitment to conclude the litigation because nothing was signed and critical details were unresolved. The e-mails from the Contractor constitute signed writings within the meaning of the statute of frauds, since the Contractors name at the end of his e-mail signified his intent to authenticate the contents. Similarly, the Clients name at the end of his e-mail constitutes a signed writing (CPLR 2104) within the meaning of the statute of frauds. The Contractor laid his offer out in his e-mail of September 25, 2014 @ 4:37 P.M. The parties agreed to an amount and the Contractor wanted a lump sum payment. The Contractor also consented to the Client notifying the court of their settlement negotiation and requested that the court refrain from rendering a decision on the pending motion.

As a general rule, in order for an acceptance to be effective, it must comply with the terms of the offer and be clear, unambiguous and unequivocal. In the Clients email of September 26, 2014 @ 11:13 A.M., the Client agreed to a single payment payable in 30 days. This is what the Contractor requested. In as much as there was nothing unclear, ambiguous or equivocal about the Clients September 26, 2014 email in response to the Contractors September 25, 2014 email, it appears to constitute an effective acceptance. Once the Client agreed to a single payment, payable in 30 days, the matter was settled.

Accordingly, the parties entered into an agreement via e-mail to settle the instant action and the emails represent a signed writing pursuant to CPLR 2104 and, as such, is a valid and enforceable agreement, despite Contractors refusal to execute the stipulation.

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