Young v. Rose (CA1 9/25/12)

Another Rule-12-converting-to-Rule-56 case. This stuff isn’t rocket science, though you’d never know that by the number of times courts get it wrong.

Young thought she had a contract to be the Roses’ exclusive real estate agent. So when they bought a house through another agent she sued. The trial court granted the Rose’s Motion to Dismiss because Young hadn’t signed the contract.

A statute requires that she do so. Most of the opinion explains why the statute means that if she doesn’t, she can’t sue. That will interest the real-estate crowd but few of the rest of us.

Young’s other argument was that the Roses emailed her the contract after they signed it and that her reply email constituted an electronic signature. She attached this email (and others) to her Response to the Motion. The trial court considered it and concluded that it was not an electronic signature. But if the court considers materials outside the pleadings then a 12(b)(6) motion “shall” turn into a Rule 56 motion. (Though the court doesn’t necessarily have to consider them, as noted here.) The trial court didn’t do that, with the result – says the court, though the circumstances aren’t clear – that the parties couldn’t file affidavits regarding facts relevant to the electronic-signature issue. So it remands on that issue.

The court also says that the trial court shouldn’t have denied Young’s request to amend her Complaint to cure its alleged defect (by including an allegation, important to electronic signatures, that the parties intended to conduct the transaction electronically). But for some reason this is in a footnote. Hey, Court of Appeals: doesn’t a conclusion powerful enough all by itself to justify – or even control – the result deserve at least one real paragraph of its own?

The court says that “We leave for another day the task of determining when an  e-mail communication qualifies as an  electronic signature.” It then spends a page discussing the subject anyway.

(link to opinion)