Is this contract unenforceable because it was signed electronically, and does Florida's UETA cover it?
No: under Fla. Stat. § 668.50(7) a record or signature may not be denied legal effect or enforceability solely because it is electronic, a contract may not be denied effect solely because an electronic record was used in its formation, an electronic record satisfies a law requiring a writing, and an electronic signature satisfies a law requiring a signature. But § 668.50 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.
The trap
The gate is agreement, not form. A party who never agreed to transact electronically is outside the section entirely, and the agreement is proved by context and conduct rather than by a clause, so the fight in Florida is evidentiary, not formal. § 668.50(5)(c) adds that a party who agreed to transact electronically may refuse to conduct OTHER transactions electronically, and that right cannot be waived by agreement. The scope subsection matters too. § 668.50(3)(a) applies the section to electronic records and signatures 'relating to a transaction', and 'transaction' is a defined term: § 668.50(2)(p) makes it an action or set of actions occurring between two or more persons relating to the conduct of business, commercial, insurance or governmental affairs, so a purely internal or non-commercial act is outside the section before the agreement gate is ever reached. Then § 668.50(3)(b) carves out: the section does not apply to a transaction governed by the law of wills, codicils or testamentary trusts, by the Uniform Commercial Code other than s. 671.107 and chapters 672 and 680, or by the Uniform Computer Information Transactions Act. And (3)(c) takes out transactions governed by rules of judicial procedure except as to subsections (2), (9) and (11). Do not read those carve-outs as absolute, and do not read the non-waivable right as the pattern. Paragraph (3)(d) puts a record or signature otherwise excluded under (3)(b) back inside the section to the extent it is governed by a provision of law other than those listed, and (3)(e) adds that a transaction inside the section is still subject to other applicable substantive law. Going the other way, (5)(d) provides that except as the section itself otherwise provides, the effect of any provision of the section may be varied by agreement, so (5)(c) is the unusual island of non-waivability in a section that is otherwise contractible around. The retention rule has a sensible floor: “A requirement to retain a record in accordance with paragraph (a) does not apply to any information the sole purpose of which is to enable the record to be sent, communicated, or received.” So routing and transmission data does not have to be kept to satisfy a record-retention requirement.
7 authorities
- statuteFla. Stat. § 668.50enactment date not established
The words that state the rule
(7) LEGAL RECOGNITION OF ELECTRONIC RECORDS, ELECTRONIC SIGNATURES, AND ELECTRONIC CONTRACTS.—(a) A record or signature may not be denied legal effect or enforceability solely because the record or signature is in electronic form. (b) A contract may not be denied legal effect or enforceability solely because an electronic record was used in the formation of the contract. (c) If a provision of law requires a record to be in writing, an electronic record satisfies such provision. (d) If a provision of law requires a signature, an electronic signature satisfies such provision.
- statuteFla. Stat. § 668.50enactment date not established
The words that state the rule
(5) USE OF ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES; VARIATION BY AGREEMENT.—(a) This section 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 section 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.
- statuteFla. Stat. § 668.50enactment date not established
The words that state the rule
(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 paragraph may not be waived by agreement. (d) Except as otherwise provided in this section, the effect of any provision of this section may be varied by agreement. The presence in certain provisions of this section 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.
- statuteFla. Stat. § 668.50enactment date not established
The words that state the rule
(3) SCOPE.—(a) Except as otherwise provided in paragraph (b), this section applies to electronic records and electronic signatures relating to a transaction. (b) This section does not apply to a transaction to the extent the transaction is governed by:1. A provision of law governing the creation and execution of wills, codicils, or testamentary trusts; 2. The Uniform Commercial Code other than s. 671.107 and chapters 672 and 680; or 3. The Uniform Computer Information Transactions Act. (c) Except with respect to subsections (2), (9), and (11), this section does not apply to a transaction to the extent the transaction is governed by rules relating to judicial procedure. (d) This section applies to an electronic record or electronic signature otherwise excluded under paragraph (b) to the extent such record or signature is governed by a provision of law other than those specified in paragraph (b). (e) A transaction subject to this section is also subject to other applicable provisions of substantive law.
- statuteFla. Stat. § 668.50enactment date not established
The words that state the rule
(12) RETENTION OF ELECTRONIC RECORDS; ORIGINALS.—(a) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information in the record which:1. Accurately reflects the information set forth in the record after the record was first generated in final form as an electronic record or otherwise. 2. Remains accessible for later reference. (b) A requirement to retain a record in accordance with paragraph (a) does not apply to any information the sole purpose of which is to enable the record to be sent, communicated, or received.
- statuteFla. Stat. § 668.50enactment date not established
The words that state the rule
(4) PROSPECTIVE APPLICATION.—This section applies to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after July 1, 2000.
- statuteFla. Stat. § 668.50enactment date not established
The words that state the rule
(p) “Transaction” means an action or set of actions occurring between two or more persons relating to the conduct of business, commercial, insurance, or governmental affairs.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.