Court Finds Settlement Offer Memorialized and Subscribed in Email Sufficient to Constitute an Enforceable Agreement

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Posted on: Oct 22 2025

In Kellinger v. Fox Media LLC, 2025 N.Y. Slip Op. 33835(U) (Sup. Ct., N.Y. County Oct. 8, 2025) (here), the New York Supreme Court granted a motion brought by defendants to enforce a $15,000 settlement agreement with plaintiff. The motion court found that plaintiff had confirmed the settlement by email, satisfying CPLR 2104’s requirement for a written agreement. Although plaintiff later claimed he only agreed to review the documents, the motion court held that his email constituted a binding acceptance of the settlement.

In New York, settlement agreements “are judicially favored, will not lightly be set aside,” and will be enforced “with rigor and without a searching examination into their substance.”[1] A court called upon to enforce a settlement must be satisfied that the agreement is “clear, final and the product of mutual accord.”[2] Thus, an out-of-court agreement settling an action is binding on each party to the agreement only if “it is in a writing subscribed by him or his attorney.”[3] “In addition, since settlement agreements are subject to the principles of contract law, for an enforceable agreement to exist, all material terms must be set forth” in that writing, “and there must be a manifestation of mutual assent.”[4]

One of the first cases in New York to analyze whether emails satisfy the requirements of CPLR 2104 was Forcelli v. Gelco Corp. In Forcelli, the plaintiff sued the defendant for damages resulting from an automobile accident. Following discovery, the parties each moved for summary judgment. On the same day that the parties filed their motions, the parties appeared for mediation. Although a settlement was not reached at the mediation, the parties continued their discussions. In a subsequent phone conversation, the plaintiff’s counsel orally agreed to accept a settlement offer made by the insurance carrier’s adjuster. The adjuster memorialized the agreement to settle in an email to the plaintiff’s counsel. Under the agreement, the insurer agreed to pay $230,000 to the plaintiff in exchange for a release from the plaintiff. The plaintiff’s attorney was to prepare the settlement documentation. The adjuster “signed” the email as follows: “Thanks Brenda Greene.”

On May 4, 2011, the plaintiff executed a release. One week later, the motion court granted the defendant’s cross-motion to dismiss the complaint. The same day, the defendant’s attorney served the order with notice of entry on the plaintiff, and the plaintiff’s counsel sent the release and a signed stipulation of discontinuance to the adjuster. The adjuster received the “settlement documents” and forwarded them to the defendant’s counsel, who promptly “rejected” the release and stipulation of discontinuance. The defendant’s attorney asserted that a “settlement [was never] consummated under CPLR 2104 between the parties” and that the defendant considered the matter dismissed by [the motion] court’s order resolving the cross-motion.

The plaintiff moved to vacate the order dismissing the case, arguing that the adjuster’s email “constituted a binding written settlement agreement pursuant to CPLR 2104”.[5] The plaintiff opposed the motion, arguing there was a binding settlement. The motion court granted the plaintiff’s motion.

On appeal, the Appellate Division, Second Department, affirmed. The Court found that the adjuster’s email set forth the material terms of the parties’ settlement. According to the Court, the parties entered a valid settlement agreement on May 11, 2011, even though the release was not fully executed.[6] The Court rejected the defendant’s argument that the settlement agreement was invalid because neither the defendant nor its counsel executed the release and draft stipulation, holding that the adjuster was an agent with apparent authority to settle the case.[7]

As to the “subscription” requirement of CPLR 2104, the Court noted that while emails cannot be signed in the traditional sense, “the lack of ‘subscription’ in the form of a handwritten signature has not prevented other courts from concluding that an email message, which is otherwise valid as a stipulation between parties, can be enforced pursuant to CPLR 2104.”[8]

The Court also recognized the “widespread use of email” and how “unreasonable” it would be to determine that, due to the absence of a traditional signature, an email could not conform to CPLR 2104. The Court further noted that the adjuster purposely added her name at the end of the e-mail and that it was not automatically generated by the email software.[9]

The Appellate Division, First Department, has cited Forcelli with approval, finding it to be of persuasive value.[10]

Against the foregoing, we examine Kellinger v. Fox Media LLC.[11]

In Kellinger, the parties verbally agreed to settle the action for $15,000, which defendant’s counsel attempted to confirm via email dated November 17, 2023. In the email, counsel wrote: “We will prepare the settlement agreement/general release and hold harmless and send to you on this email chain. Can you please confirm for me that we have agreed to settle for $15,000?” Plaintiff responded, “Yes we have agreed on $15,000 and I am awaiting settlement documents. Jim.”

On November 27, 2023, counsel emailed the proposed general release/settlement agreement and the hold harmless agreement. Neither party disputed that plaintiff did not return a signed executed copy of these documents.

Defendants moved to enforce the purported written settlement agreement between them and plaintiff. Defendants argued that the November 27 email satisfied the legal requirements under CPLR 2104 and, therefore, constituted an enforceable agreement.

The motion court granted the motion, finding that “plaintiff, in subscribing to the settlement offer in the email, ha[d] entered into an enforceable agreement.”[12]

The motion court noted that plaintiff did not “deny that he sent the email that confirmed the material terms of a settlement for $15,000 in exchange for the ‘settlement agreement/general release and hold harmless [agreement].’”[13] Instead, plaintiff tried to walk back the agreement, claiming his email merely indicated a willingness to review the documents—not a final acceptance. The motion court rejected this attempt as an effort to “distort the plain, declarative meaning of plaintiff’s whole statement, which, as the full context of the email conversation reveal[ed], was to confirm, per counsel’s request, the oral agreement that had already been agreed to in previous discussions.”[14] “This is especially true,” said the motion court, “as plaintiff does not ever reject the terms of the release in his emails to defendants’ counsel.”[15]

The motion court reasoned that “plaintiff’s post-hoc rationalization strain[ed] credulity: had he intended, plaintiff could have explicitly conditioned the settlement on ‘an examination’ of the release documents, or, if the release contained terms beyond those he believed he had agreed to, he could have rejected them immediately after receiving it.”[16] But, plaintiff had done none of the foregoing. “In other words,” said the motion court, “to the extent that plaintiff now relies on the confidentiality provision in the release as creating a material term to which he did not agree, plaintiff did not provide a credible explanation for his failure to expeditiously deny the existence of the settlement on this ground when the release was first sent to him in November of 2023.”[17] “As such,” concluded the motion court, “defendants [had] demonstrated that plaintiff agreed to the material terms of the settlement.”[18]

Takeaway

Kellinger reaffirms the principle that under CPLR 2104, a settlement agreement can be enforceable if it is in writing and subscribed by the party or their attorney—even if the agreement is made via email.

The decision also reflects a strong judicial preference for enforcing settlements that appear clear and mutually agreed upon, even if not formally executed. In Kellinger, the motion court reiterated that once parties reach an agreement, even by email, courts should enforce it “with rigor,” provided the essential terms are clear and there is mutual assent.

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Jeffrey M. Haber is a partner and co-founder of Freiberger Haber LLP. This article is for informational purposes and is not intended to be and should not be taken as legal advice.

[1] Forcelli v. Gelco Corp., 109 A.D.3d 244, 247-248 (2d Dept. 2013) (internal quotation marks omitted).

[2] Id.

[3] CPLR § 2014. CPLR 2104 provides, in relevant part that “An agreement between parties or their attorneys relating to any matter in an action, other than one made between counsel in open court, is not binding upon a party unless it is in a writing subscribed by him or his attorney or reduced to the form of an order and entered.”

[4] Forcelli, 109 A.D.3d at 248 (internal quotation marks omitted).

[5] Forcelli, 109 A.D.3d at 247.

[6] Id.

[7] Id. at 248 (citations omitted).

[8] Id.

[9] Id. at 251.

[10] Jimenez v. Yanne, 152 A.D.3d 434, 434 (1st Dept. 2017) (finding email communications between counsel sufficiently set forth an enforceable agreement to settle the plaintiffs’ personal injury claims where plaintiffs’ counsel typed his name at the end of the email accepting the offer, thus satisfying CPLR 2104’s requirements); Matter of Phila. Ins. Indem. Co. v. Kendall, 197 A.D.3d 75, 79 (1st Dept. 2021).

[11] This Blog previously examined the enforceability of emails and the subscription requirement of CPLR 2104 on several occasions. Some examples include: Second Department Reaffirms That E-mails Between Counsel Can Be Sufficient to Satisfy the Writing and Signature Requirement for Stipulations Pursuant to CPLR 2104; Did You Unintentionally Enter Into A Settlement Agreement by Email?; and Emails Following Mediation Sufficient to Confirm Settlement of Third-Party Contractual Indemnification Claim. To read additional articles in which we examined the enforceability of emails, please see the BLOG tile on our website and search for “email”, or any other commercial litigation issue that may be of interest to you.

[12] Slip Op. at *2 (citing Jimenez, 152 A.D.3d at 434).

[13] Id. at *3.

[14] Id.

[15] Id.

[16] Id.

[17] Id. (citations omitted).

[18] Id. at *3-*4 (citation omitted).

Tagged with: Business Litigation, Commercial Litigation, CPLR 2104, Email, Enforceability of Settlement Agreements, Subscription Requirement