Will an emailed or electronically signed record satisfy a Minnesota writing requirement?
The operative Minnesota text available here is what the Supreme Court quoted in Turner: Minn. Stat. § 325L.08(a) provides that if parties have agreed to conduct transactions by electronic means and a law requires a person to send information in writing to another person, the requirement is satisfied if the information is sent in an electronic record capable of retention by the recipient at the time of receipt. The Court added that the section does reflect concern about outside interference with electronic access, but only “if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.” The Court further held that an agreement to conduct transactions by electronic means need not be explicit: the section requires only that the parties 'have agreed to conduct transactions by electronic means', and agreement means 'the bargain of the parties' and can be inferred from the circumstances (§ 325L.02(a)).
The trap
Read the rule for exactly what it covers. Section 325L.08 is about SENDING information that a law requires to be in writing; the Uniform Electronic Transactions Act's signature-equivalence provision, and the chapter's scope and exclusion sections, are not established by the Supreme Court authority carried here: chapter 325L is absent from the statutes we publish, and Turner quotes § 325L.08(a) and § 325L.02(a), states § 325L.08(a)'s sender-interference proviso and cites § 325L.08(e), but goes no further. The only Minnesota text we hold for § 325L.03(a) and (d) (scope) and § 325L.07(a) and (d) (a signature requirement satisfied by an electronic signature) is a published Court of Appeals decision, SN4, LLC v. Anchor Bank, FSB (Minn. App. 2014), which is not served here as authority. So nothing in this rule says that an electronic signature satisfies a Minnesota signature requirement, and nothing says which transactions the chapter excludes. The second trap is the predicate: everything in § 325L.08 runs off an agreement to conduct transactions by electronic means, which Turner shows can be found from a course of e-mail correspondence rather than from a clause, a fact finding, reviewed for clear error, not a drafting choice.
4 authorities
- caseMinn. No. A13-0289 (Dec. 11, 2013)Turner v. Commissioner of RevenueMinn.decided 2013
The words that state the rule
Section 325L.08 provides that “[i]f parties have agreed to conduct transactions by electronic means and a law requires a person to ... send ... information in writing to another person, the requirement is satisfied if the information is ... sent ... in an electronic record capable of retention by the recipient at the time of receipt.” Minn.Stat. § 325L.08(a) (2012).
- caseMinn. No. A13-0289 (Dec. 11, 2013)Turner v. Commissioner of RevenueMinn.decided 2013
The words that state the rule
The Turners argue that an agreement to receive an order electronically must be explicit. Nothing in the statute imposes such a requirement. Section 325L.08 requires only that the “parties have agreed to conduct transactions by electronic means,” id., and agreement means “the bargain of the parties” and can be inferred from the circumstances, Minn. Stat. § 325L.02(a) (2012). Brian Turner twice asked the specialist to communicate with him by e-mail — the second time only days before the Commissioner issued the order — and corresponded with the specialist electronically for several months. The tax court’s finding that Brian Turner agreed to conduct the audit by electronic means, as required under section 325L.08(a), was not clearly erroneous because it was “reasonably supported by the evidence as a whole,” Cont’l Retail, LLC v. Cnty. of Hennepin, 801 N.W.2d 395, 398 (Minn.2011).
- caseMinn. No. A13-0289 (Dec. 11, 2013)Turner v. Commissioner of RevenueMinn.decided 2013
The words that state the rule
Section 325L.08 does reflect concern about outside interference with electronic access, but only “if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.” Minn.Stat. § 325L.08(a); accord Minn.Stat. § 325L.08(e) (2012) (governing when an “electronic record is not enforceable against the recipient”).
- caseMinn. No. A13-0289 (Dec. 11, 2013)Turner v. Commissioner of RevenueMinn.decided 2013
The words that state the rule
III. For the foregoing reasons, the tax court did not err by dismissing the Turners’ appeal for lack of subject matter jurisdiction. Affirmed.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.