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Shattuck v. Klotzbach, 2001 WL 1839720 (Mass. Super., Dec. 11, 2001).
Factual Background Edit
In April 2001, plaintiff, Shattuck, and defendant, Klotzback, entered into negotiations regarding the sale of property. On April 9th, Shattuck sent an e-mail to Klotzback that contained an offer of $2,000,000.00 for a residential dwelling located at 5 Main Street, Marion, Massachusetts. The following day, Klotzback responded to the e-mail with a counter-offer of $2,250,000.00 for the property.
On April 20th, the plaintiff and defendant agreed on a tentative price and entered into a purchase agreement for the property for the price of $2,200,000.00. In addition to the address and purchase price, the agreement contained numerous contingencies. Among the various contingencies was the requirement of the defendant’s to procure a “wharf license.” However, prior to closing, the defendant’s informed the plaintiff that they were unable to acquire the wharf license and, as a result, the parties terminated the April 20th purchase agreement.
In July 2001, Shattuck and Klotzback re-initiated e-mail contact regarding the sale of the property. On July 24th, the plaintiff e-mailed the defendant an offer of $1,825,000.00 with a stipulation that the purchase agreement would contain no contingencies that “may tie up the property.” Later that day, Klotzback responded with a counter-offer of $2,000,000 and agreed to the plaintiff’s stipulation. However, no further contact between the parties was made until August 31st.
At the end of August, the defendant e-mailed Shattuck and agreed to his July 24th offer of $1,825,000.00. Two days later, Shattuck accepted Klotzback’s offer pending a “quick walk-through inspection” and the signing of a purchase agreement containing “only the usual boilerplate language, no financing contingency, [and] no other contingencies at all."
On September 10th, Shattuck sent a final e-mail to Klotzback, informing him that “no complications” had occurred during the walk-through and that his lawyer would “draft a very standard purchase and sale agreement for $1,825,000.00 with no usual contingencies.” Klotzback responded the same day with an e-mail expressing their desire to close as soon as possible as well as their desire to have 10% of the purchase price forwarded to Klotzback’s attorney.
Trial Court Proceedings Edit
Shortly after the September 10th e-mails, Shattuck filed suit against Klotzbach to enforce the contract for the sale of property. In addition, Shattuck sought to recover damages that arose out of the alleged breach.
Pursuant to the Federal Rules of Civil Procedure 12(b)(6), the defendant made a motion to dismiss the case for failure to state a claim for which relief could be granted. In support of this, Klotzbach asserted that there were "no signed written memorandum’s sufficient to satisfy the Statute of Frauds" and, in addition, the agreement did "not contain the essential terms" needed to create a binding agreement."
At trial, the superior court demied the defendant’s 12(b)(6) motion. In reaching this determination, the court analyzed the defendant’s assertion that the statute of frauds barred the agreement from being enforced. The court reasoned that the statute of frauds, which requires all agreements for the “sale of lands . . . to be in writing and signed by the party to be charged therein,” was satisfied when the parties affixed their typewritten signatures at the end of each and every e-mail transmission. By typing their names at the end of every e-mail, the court believed that the parties indicated their intent to authenticate the agreement and express to the other party that they were in accord with the other parties’ intentions.
Additionally, the court found the defendant’s assertion that the contract was void due to an absence of “essential terms” was meritless. In reaching this conclusion the court found that the relevant e-mails contained the terms for the sale of property at a given address, a defined purchase price and a pre-arranged down payment. Therefore, it followed that reasonable trier of fact could conclude that the parties had formed an agreement as to the “essential terms of a land sale contract.”