Contracts via Email – The Law on Electronic Records and Signatures

Photographers often make deals via email. But are these electronic documents legally enforceable? Probably.

The Uniform Electronic Transactions Act (“UETA”) provides a legal framework for electronic transactions. It gives electronic signatures and records the same validity and enforceability as manual signatures and paper-based transactions.

Generally, a contract may be in any memorandum form, including electronic mail. It is “signed” by any mark, written, stamped or engraved, that demonstrates the intent to agree to the contract. The UETA specifically provides that an “Electronic Signature” is an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. So you can “sign” a document electronically and thus make a contract via email.

You can determine whether your state has adopted the UETA here. As of the time of this writing, only Georgia, Illinois, New York, and Washington had not enacted the Act. However, these states do have laws recognizing electronic signatures. For example, Georgia’s law on electronic documents and signatures can be found at OCGA 10-12-4. It states that:

(a) Records and signatures shall not be denied legal effect or validity solely on the grounds that they are electronic.
(b) In any legal proceeding, an electronic record or electronic signature shall not be inadmissible as evidence solely on the basis that it is electronic.
(c) When a rule of law requires a writing, an electronic record satisfies that rule of law.
(d) When a rule of law requires a signature, an electronic signature satisfies that rule of law.
(e) When a rule of law requires an original record or signature, an electronic record or electronic signature shall satisfy such rule of law.

If you don’t want your email to constitute a contract, you can include the following language:

This communication does not reflect an intention by the sender or the sender’s client or principal to conduct a transaction or make any agreement by electronic means. Nothing contained in this message or in any attachment shall satisfy the requirements for a writing and nothing contained herein shall constitute a contract or electronic signature under the Electronic Signatures in Global and National Commerce Act, any version of the Uniform Electronic Transactions Act or any other statute governing electronic transactions.

 

Additional information about making contracts via email is available in my “Battle of the Forms” blog here.

Technology has given photographers additional power and control. Make sure you use it wisely.

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