Is an e-signed Alabama contract enforceable, and does it satisfy a writing requirement?
Yes, within the Uniform Electronic Transactions Act as Alabama enacted it, though the chapter does not require any record or signature to be made, sent, stored or used electronically (§ 8-1A-5(a)), and a transaction subject to the chapter remains subject to other applicable substantive law (§ 8-1A-3(e), § 8-1A-5(e)). A record or signature may not be denied legal effect or enforceability solely because it is in electronic form; a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation; if a law requires a record to be in writing, an electronic record satisfies the law; and if a law requires a signature, an electronic signature satisfies the law (Ala. Code § 8-1A-7). The chapter applies only to transactions between parties each of which has agreed to conduct transactions by electronic means, and whether they agreed is determined from the context and surrounding circumstances, including the parties' conduct (§ 8-1A-5(b)). It does not apply to a transaction to the extent it is governed by a law on the creation and execution of wills, codicils or testamentary trusts, by Title 7 (the Uniform Commercial Code) other than §§ 7-1-107 and 7-1-206, Article 2 and Article 2A, or by a law governing adoption, divorce or other matters of family law (§ 8-1A-3(b)); nor to court filings and orders, to notices of utility cancellation, of default, acceleration, repossession, foreclosure or eviction under a credit agreement secured by or a rental agreement for an individual's primary residence, of cancellation of health or life insurance benefits, or of a product recall or material failure risking health or safety, or to documents accompanying hazardous materials (§ 8-1A-3(c)).
The trap
Three limits do the work. The chapter reaches only parties who agreed to transact electronically, and that agreement is inferred from conduct rather than declared, so a party who has never transacted electronically can contest it. Agreeing once does not lock a party in: a party that agrees to transact electronically may refuse to conduct other transactions electronically, and that right may not be waived by agreement (§ 8-1A-5(c)). Everything else in the chapter is a default, except as the chapter itself provides, the effect of its provisions may be varied by agreement (§ 8-1A-5(d)). And the exclusions are partial, not absolute: § 8-1A-3(d) applies the chapter to an otherwise-excluded electronic record to the extent it is governed by a law other than those specified. A security agreement, negotiable instrument or other Article 9 or Article 3 record is outside the chapter as to what Title 7 governs, while sales of goods (Article 2) and leases (Article 2A) stay inside it.
3 authorities
- statuteAla. Code § 8-1A-7enactment date not established
The words that state the rule
(a) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. (b) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation. (c) If a law requires a record to be in writing, an electronic record satisfies the law. (d) If a law requires a signature, an electronic signature satisfies the law.
- statuteAla. Code § 8-1A-5enactment date not established
The words that state the rule
(a) This chapter does not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed or used by electronic means or in electronic form. (b) This chapter applies only to transactions between parties each of which has agreed to conduct transactions by electronic means. Whether the parties agree to conduct a transaction by electronic means is determined from the context and surrounding circumstances, including the parties’ conduct. (c) A party that agrees to conduct a transaction by electronic means may refuse to conduct other transactions by electronic means. The right granted by this subsection may not be waived by agreement. (d) Except as otherwise provided in this chapter, the effect of any of its provisions may be varied by agreement. The presence in certain provisions of this chapter of the words “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement. (e) Whether an electronic record or electronic signature has legal consequences is determined by this chapter and other applicable law.
- statuteAla. Code § 8-1A-3enactment date not established
The words that state the rule
(a) Except as otherwise provided in subsection (b), this chapter applies to electronic records and electronic signatures relating to a transaction. (b) This chapter does not apply to a transaction to the extent it is governed by any of the following: (1) A law governing the creation and execution of wills, codicils, or testamentary trusts. (2) Title 7, the Uniform Commercial Code, other than Sections 7-1-107 and 7-1-206, Article 2, and Article 2A. (3) A statute, regulation, or other rule of law governing adoption, divorce, or other matters of family law. (c) This chapter does not apply to any of the following: (1) Court orders or notices, or official court documents, including briefs, pleadings, and other writings, required to be executed in connection with court proceedings. (2) Any notice of any of the following: a. The cancellation or termination of utility services, including water, heat, and power. b. Default, acceleration, repossession, foreclosure, or eviction, or the right to cure, under a credit agreement secured by, or a rental agreement for, a primary residence of an individual. c. The cancellation or termination of health insurance or benefits or life insurance benefits, excluding annuities. d. Recall of a product, or material failure of a product, that risks endangering health or safety. (3) Any document required to accompany any transportation or handling of hazardous materials, pesticides, or other toxic or dangerous materials. (d) This chapter applies to an electronic record or electronic signature otherwise excluded from the application of this chapter under subsection (b) or (c) to the extent it is governed by a law other than those specified in subsection (b) or (c). (e) A transaction subject to this chapter is also subject to other applicable substantive law.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.