Parma Tile Mosaic & Marble Co., Inc. v. Estate of Fred Short, 87 N.Y.2d 524 (1996)
An automatically generated header on a fax, imprinted by the sending machine, does not satisfy the Statute of Frauds requirement that a writing be ‘subscribed’ by the party to be charged unless there is demonstrated intent to authenticate the particular writing.
Summary
Parma Tile sought to enforce a guaranty against MRLS Construction based on a faxed document. The fax had an automatically imprinted header with MRLS’s name and contact information on each page. Parma Tile argued this header satisfied the Statute of Frauds’ subscription requirement. The New York Court of Appeals held that the automatically generated header did not constitute a valid subscription because it lacked demonstrated intent to authenticate the specific document as a guaranty. The court emphasized that the purpose of the Statute of Frauds is to prevent the enforcement of contracts that were never actually made, requiring both a writing and a subscription by the party to be charged.
Facts
Sime Construction sought to purchase tile from Parma Tile. Parma Tile requested a guaranty due to the large order. Sime suggested MRLS Construction, the general contractor, as a guarantor. MRLS faxed a two-page document to Parma Tile. Each page of the fax had a header automatically imprinted by MRLS’s fax machine containing “MRLS Construction,” a phone number, date, time, and page number. The fax was not accompanied by a cover letter. After the fax, Parma Tile supplied tile to Sime. When Sime’s principal died, Parma Tile sought payment from MRLS, claiming the fax was a guaranty. MRLS refused, arguing the document wasn’t a valid, subscribed guaranty.
Procedural History
Parma Tile sued MRLS and Sime’s estate to recover payment for the tiles. The trial court initially denied summary judgment for both parties, finding factual issues. After reargument, the trial court granted Parma Tile’s motion for summary judgment on the guaranty claim, severing it from the rest of the complaint. The trial court held the automatically imprinted fax header satisfied the Statute of Frauds. The Appellate Division affirmed. MRLS appealed to the New York Court of Appeals.
Issue(s)
Whether an automatically imprinted header on a fax transmission satisfies the Statute of Frauds requirement that a writing be “subscribed” by the party to be charged.
Holding
No, because a subscription requires an act to authenticate the writing as the defendant’s, and the automatically imprinted header lacked demonstrated intent to authenticate the specific document as a guaranty.
Court’s Reasoning
The Court of Appeals reversed, holding that the automatically imprinted fax header did not satisfy the Statute of Frauds. The Court relied on the principle that a signature, for Statute of Frauds purposes, requires an intent to authenticate the writing. The court quoted Mesibov, Glinert & Levy v Cohen Bros. Mfg. Co., 245 NY 305, 310, stating that a signature “is not to be reckoned as a signature unless inserted or adopted with an intent, actual or apparent, to authenticate a writing.” The Court found that MRLS’s act of programming its fax machine to automatically imprint its name did not demonstrate an intent to authenticate the specific document as a guaranty. The court reasoned that the automatic imprinting occurred regardless of whether the Statute of Frauds applied to a particular document. The court stated, “The intent to authenticate the particular writing at issue must be demonstrated.” The Court emphasized that the Statute of Frauds serves to prevent the enforcement of contracts that were never made, as stated in Fox Co. v Kaufman Org., 74 NY2d 136, 140: “The purpose of Statutes of Frauds is to avoid fraud by preventing the enforcement of contracts that were never in fact made.” To satisfy the Statute of Frauds, there must be both a writing and a subscription. The absence of either cannot be remedied by arguing that obligations were nevertheless incurred.