Creating Enforceable Contracts With Email Signatures

Email programs make an email signature that’s mechanically placed at the conclusion of your electronic mail. It generally gives your name, title, business address and supplementary personal or business related information. The latest legal buzz over email signatures is whether those signatures produce a binding legal contract when you’re negotiating terms with another person or company by electronic mail.

In the United States, federal and state law allow for the enforceability of electronic signatures. For transactions affecting interstate commerce, a federal statute called the Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. 7001 et seq. protects such dealings. Under this legislative act, a signature can’t be denied legal validity or enforcement only because it is in electronic form. 15 U.S.C. 7001(a)(1). The Act defines an electronic signature as an electronic sound, symbol, or process, attached to or logically connected with a contract or other record and executed or adopted by a person with the intent to sign the record. 15 U.S.C. 7006(5). The Act establishes no additional demands for electronic signatures. The Act, therefore, is quite broad and allows a generous mixture of signatures and identifiers to be counted a signature.

Additionally, most states have passed the Uniform Electronic Transactions Act (UETA). UETA allows for the enforceability of electronic signatures once the parties to a transaction have decided to carry on dealings by electronic means. UETA 5(b). The parties’ arrangement to transact electronic dealings is verified from the context and surrounding circumstances, including the parties’ demeanor. Id. After the parties’ intent is evidenced, UETA provides that electronic signatures are enforceable. There are no specific requirements regulating the form of an electronic signature. The UETA defines electronic signature as 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 UETA 2(8).

The topic of an email signature creating a binding contract has been dealt with in several court opinions. In those opinions, the courts have consistently held that email signature is comparable to a manual signature. It produces a binding contractual responsibility on the the person signing the email. When there’s no conflict of opinion as to the writer and authenticity of the email, the email is presumed signed for the purpose of making an enforceable contract.

As a practical matter, when you’re discussing terms of any agreement by email, be aware that what you write in that email may in some situations produce a valid contract. To get around the inference that your signature in an email is making a contract, you should add a disclaimer to your email signature. Something like the following statement should be adequate.

“Unless expressly stated in this email, nothing in this message should be regarded as a digital or electronic signature or writing.”