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SN4, LLC, et al., v. Anchor Bank, fsb. MN electronic signature
Minnesota had adopted the Uniform Electronic Transactions Act (UETA), as Minn. Stat. 325L. The buyers in this real property case were two companies, Appellants SN4, LLC and DN10, LLC, both of which are partially owned by Noel Skelton. In January 2012, the bank informed Skelton of two properties for sale in Anoka. Skelton visited the properties and inspected them. The bank informed him that they were for sale for more than $2 million, and after some discussions, the bank informed Skelton that a sale price of $1.7 million had been approved. On July 13, the two companies gave the bank a hand-signed agreement to purchase them for that price. Various drafts of the purchase agreement were been circulated, but none was ever actually signed by the bank. The buyers argued that the text of the various e-mails were sufficient to show that there had been a meeting of the minds, and argued that the signatures of these e-mails was sufficient under UETA to form a valid purchase agreement. They sued the bank after the bank sold the property to another buyer.
The district court of Anoka County disagreed, and granted summary judgment in favor of the bank. The buyers then appealed to the Minnesota Court of Appeals, and argued that the various e-mails constituted an electronic signature.
The Court of Appeals agreed with the district court. Notably, there was no conduct in this case that showed an intent to sign any document electronically. This conclusion was reinforced by their repeated requests for a "fully executed" copy of the agreement, and that they wanted "hard copies signed."
The court went on to hold that even if UELPA applied, there was no electronic signature in this case, since there was no indication of an intent to sign. While there were typed signatures on the e-mails, the evidence of intent to attach these signatures to the underlying document was absent.
For these reasons, the Court of Appeals affirmed the district court.
No. A13-1566 (Minn. Ct. App. June 2, 2014).
Please see the original opinion for the court's exact language.
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Richard P. Clem is an attorney and continuing legal education (CLE) provider in Minnesota. He has been in private practice in the Twin Cities for 25 years. He has a J.D., cum laude, from Hamline University School of Law in St. Paul and a B.A. in History from the University of Minnesota. His reported cases include: Asociacion Nacional de Pescadores a Pequena Escala o Artesanales de Colombia v. Dow Quimica de Colombia, 988 F.2d 559, rehearing denied, 5 F.3d 530 (5th Cir. 1993), cert. denied, 510 U.S. 1041 (1994); LaMott v. Apple Valley Health Care Center, 465 N.W.2d 585 (Minn. Ct. App. 1991); Abo el Ela v. State, 468 N.W.2d 580 (Minn. Ct. App. 1991).
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