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, becoming CEO of the new entity with potential earn-out payments. After financial difficulties, his employment duties were modified via an email exchange where both parties expressed acceptance and their typed names appeared at the foot of the messages.
Issue
Did the email exchange, bearing typed names, constitute a valid "signed writing" to modify the employment agreement under the statute of frauds? Was the jury instruction on "bad faith" for breach of the covenant of good faith and fair dealing proper?
Holding
Yes, the email exchange constituted a valid signed writing, effectively modifying the employment agreement. The jury instruction on "bad faith" was proper, and the jury's verdict dismissing the complaint was affirmed.
Rule
An email exchange can constitute a "signed writing" for contract modification purposes if the typed name of the sender at the foot of the message signifies intent to authenticate the contents. Breach of the covenant of good faith and fair dealing requires intent to deprive, reckless disregard, or conduct like evasion of the spirit of the bargain.
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