J.B.B. Investment Partners, Ltd. v. Fair

J.B.B. Investment Partners, Ltd. (JBB) (plaintiff) invested in companies owned by Thomas Fair (defendant). JBB came to believe that Fair had made fraudulent misrepresentations. On July 4, 2013, JBB’s attorney, Giacomo Russo, sent an email to Fair seeking Fair’s agreement to enter into a settlement of the fraud allegations. The email contained several terms of a proposed settlement. The email did not include a signature block or contain any signatures of JBB representatives. In addition, the email did not include any statement permitting the use of an electronic signature. Fair responded the next morning by email, stating “I agree,” and signing his name at the bottom of the email. In the interim, JBB filed suit against Fair for fraud. On July 11, 2013, JBB sent Fair a final settlement agreement. The agreement contained a signature line at the end and stated that an electronic signature could be used to sign it. Fair did not sign this agreement. JBB filed a motion to enforce the first settlement, as outlined in Russo’s July 4 email. JBB claimed that Fair’s inclusion of his name in his response to the July 4 email was an electronic signature. Fair stated in his deposition that it was not his intent to electronically sign the July 4 email but that he merely was seeking to begin the process of settlement discussions. The trial court entered an order to enforce the settlement. Fair appealed.