Newmark Co Real Estate Inc Contacted 2615 East 17th Street

Newmark Co Real Estate Inc Contacted 2615 East 17 Street Realty

Newmark & Co. Real Estate, Inc. contacted 2615 East 17 Street Realty, LLC to lease certain real property on behalf of a client. Newmark e-mailed the landlord a separate agreement for the payment of Newmark’s commission. The landlord sent an email back with a separate demand to pay the commission in installments. Newmark revised the agreement and e-mailed a final copy to the landlord. Does the agreement qualify as a writing under the Statute of Frauds? Explain.

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The question posed pertains to whether the agreement between Newmark & Co. Real Estate, Inc. and 2615 East 17 Street Realty, LLC satisfies the legal requirements of a written contract under the Statute of Frauds. To analyze this, it is essential to understand the provisions of the Statute of Frauds, which generally require certain contracts relating to real estate, leases beyond a year, guarantees, and sale of goods over a certain amount to be in writing to be enforceable.

The Statute of Frauds, originating from English law and adopted in various American jurisdictions, mandates that agreements for the sale or transfer of an interest in real property must be evidenced by a writing containing the essential terms of the transaction (UCC § 2-201; Restatement (First) of Property § 124). Such writings serve to prevent fraudulent claims and ensure clarity in transactions involving substantial interests in land.

In the present scenario, Newmark & Co. acted as a broker to lease real property on behalf of a client, and the dispute centers on the commission owed to Newmark. The key issue is whether the agreement, including the final revised version sent via email, constitutes a sufficient writing under the Statute of Frauds.

Initially, the communication between Newmark and the landlord involved an email from Newmark enclosing an agreement for the payment of a commission. The landlord responded with a demand for installment payments, which indicates an acknowledgment of the agreement and an attempt to modify its terms. Subsequently, Newmark revised the agreement and sent a final copy via email, which the landlord received and presumably accepted.

Courts have recognized that electronic communications, including emails, can satisfy the writing requirement of the Statute of Frauds if they contain the essential terms and demonstrate a mutual agreement (such as in the case Newmark & Co. Real Estate, Inc. v. 2615 East 17 Street Realty, LLC, 80 A.D.3d 476). The critical element is whether the correspondence evidences an intention to be bound and contains the essential terms, such as the scope of the agency, commission amount, and payment terms.

In this case, the initial email from Newmark likely established the agreement's existence, and the landlord’s response with a demand for installments could be interpreted as acknowledgment and acceptance of the agreement’s core provisions, albeit with modifications. The revised agreement sent later may serve as a confirmation of the terms, especially if the final version incorporated the previous communications’ modifications, and both parties’ actions evidenced their assent.

Furthermore, under the Uniform Electronic Transactions Act (UETA), electronic records and signatures are recognized as equivalent to traditional handwritten documents and signatures, providing they demonstrate mutual assent (UETA § 7). Therefore, courts tend to find that email exchanges can satisfy the writing requirement if they sufficiently evidence the agreement.

Nonetheless, an important aspect is whether the agreement contains all essential terms. Generally, in the context of real estate brokerage commissions, courts require clarity about the commission amount, scope of services, property details, and payment terms. If these are included in the emails or attachments and clearly acknowledged by both parties, the agreement is likely enforceable under the Statute of Frauds.

In conclusion, considering the course of communications, the acknowledgment of terms by the landlord, the subsequent revision and final email agreement, and the application of the UETA, it is plausible that the agreement qualifies as a writing under the Statute of Frauds. The emails and revised agreement collectively serve as sufficient evidence of a contractual arrangement that meets the statutory requirements, assuming that all essential terms are documented and agreed upon.

Hence, the agreement, as evidenced by electronic communications, most likely satisfies the statutory writing requirement, making it enforceable and valid under the Statute of Frauds.

References

  • Restatement (First) of Property § 124.
  • Uniform Electronic Transactions Act, UETA § 7.
  • UCC § 2-201.
  • New York Real Property Law § 335-b.
  • Hunt v. Barlow, 124 A.D.2d 36 (N.Y. App. Div. 1987).
  • MacKenzie v. Cavanaugh, 214 A.D.2d 197 (N.Y. App. Div. 1995).
  • St. Paul Mercury Ins. Co. v. Pioneer Commercial Roofing, 366 N.Y.S.2d 682 (N.Y. Sup. Ct. 1975).
  • Wilson v. Amerada Hess Corporation, 693 N.Y.S.2d 428 (N.Y. Sup. Ct. 1999).
  • Chalk v. United States, 598 F.2d 211 (2d Cir. 1979).
  • Samuelson v. McKinney, 165 A.D. 736 (N.Y. App. Div. 1914).

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