As employers increasingly use email as a tool to negotiate employment agreements, it is important to be aware that emails can modify the terms of an employment agreement, even when the agreement requires that modification be made in writing signed by the parties. The Supreme Court of the State of New York, Appellate Division, First Department recently held that emails constituted "signed writings" and served to modify an employment agreement even though the employment agreement required that any modifications be in writing.(1)

The court viewed the typed name of the sender at the bottom of an email message as sufficient to serve as a signature. These emails satisfied the statute of frauds because the sender's name represented the author's "intent to authenticate" its contents. This is true even for emails with an automatic signature block at the bottom.

In light of the Stevens decision, employers should consider adding disclaimers to email correspondence concerning contract negotiations or existing contracts that make clear the email does not reflect an intent to amend the agreement or otherwise constitute a contractual obligation.

For further information on this topic please contact Kevin B Leblang or Robert N Holtzman at Kramer Levin Naftalis & Frankel LLP by telephone (+1 212 715 9100) or by fax (+1 212 715 8000) or by email (kleblang@kramerlevin.com or rholtzman@kramerlevin.com).

Endnotes

(1) Stevens v Publicis, SA, 50 AD 2d 253, 854 NY S 2d 690 (1st Dep't 2008).

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