Stevens v. Publicis S.A.
50 A.D.3d 253 · Appellate Division of the Supreme Court of the State of New York · 2008
Facts
Plaintiff sold his public relations firm to defendants, entering into a stock purchase and an employment agreement with earn-out provisions. After financial difficulties, plaintiff's CEO duties were modified via an email exchange with a defendant executive, which plaintiff enthusiastically accepted. Plaintiff later sued, alleging breach of contract and good faith.
Issue
Did the email exchange between the parties constitute a valid written modification of the employment agreement under the statute of frauds? Was the trial court's instruction on the covenant of good faith and fair dealing proper?
Holding
The court affirmed the dismissal of the plaintiff's complaint, finding the email exchange validly modified the employment agreement and the jury instructions on good faith were proper. It also affirmed the award of attorneys' fees to defendants.
Rule
An email exchange can constitute a "signed writing" under the statute of frauds if the sender's typed name at the end signifies intent to authenticate the contents. A breach of the covenant of good faith and fair dealing requires intent to deprive rights or reckless disregard, encompassing evasion of the spirit of the bargain.
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