Is this agreement unenforceable because it was signed electronically, or agreed by email?
No, on the text Ohio courts have quoted. The Third District set out R.C. 1306.06 whole in a contract dispute: a record or signature may not be denied legal effect or enforceability solely because it is in electronic form (division (A)); a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation (division (B)); if a law requires a record to be in writing, an electronic record satisfies the law (division (C)); and if a law requires a signature, an electronic signature satisfies the law (division (D)) (BP Metals). The Second District quoted divisions (A) and (D) to the same effect, although it did so about a judge's signature on a judgment entry rather than about a contract (Grand Voiture). R.C. 1306.01(H) defines an 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, and adds that a signature secured through blockchain technology is considered to be in an electronic form and to be an electronic signature.
The trap
Electronic form is not the same as agreement. In Mezher the emails identified the parties, the property and the price and carried an electronic signature of the party to be charged, and the court still had to ask 'whether the parties intended to enter into a contract at the time of the email exchanges', because the exchange contemplated that the parties would sign a formal document. The chapter has a gate before any of it applies: it turns on whether the parties agreed to conduct the transaction by electronic means, which the Third District treated as a question of fact and tied to R.C. 1306.07(A), and the effect of an electronic record or signature is determined from the context and surrounding circumstances including the parties' agreement (R.C. 1306.08(B)). The chapter's own scope section and its list of excluded records are not quoted in any authority read for this rule, so nothing here tells you whether a particular record is excluded, and R.C. 1306.06's 'intent to sign' element is a fact question, not a formality.
6 authorities
- case2024-Ohio-5410Grand Voiture d'Ohio Societe des 40 et 8 v. Montgomery Cty. Voiture No. 34 la Societe 40 et 8Ohio Ct. App. 2d Dist.decided 2024
The words that state the rule
R.C. 1306.01(H) 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. A signature that is secured through blockchain technology is considered to be in an electronic form and to be an electronic signature.”
- case2024-Ohio-5410Grand Voiture d'Ohio Societe des 40 et 8 v. Montgomery Cty. Voiture No. 34 la Societe 40 et 8Ohio Ct. App. 2d Dist.decided 2024
The words that state the rule
R.C. 1306.06(A) (“A record or signature may not be denied legal effect or -19- enforceability solely because it is in electronic form.”)
- case2018-Ohio-3787Mezher v. SchrandOhio Ct. App. 1st Dist.decided 2018
The words that state the rule
But, the parties’ email exchange contemplated that the parties would sign a formal document. Thus, in determining whether the statute of frauds is satisfied, the question becomes whether the parties intended to enter into a contract at the time of the email exchanges.
- case2024-Ohio-5410Grand Voiture d'Ohio Societe des 40 et 8 v. Montgomery Cty. Voiture No. 34 la Societe 40 et 8Ohio Ct. App. 2d Dist.decided 2024
The words that state the rule
“If a law requires a signature, an electronic signature satisfies the law.” R.C. 1306.06(D).
- case2018-Ohio-3527BP Metals, L.L.C. v. GlassOhio Ct. App. 3d Dist.decided 2018
The words that state the rule
Indeed, the Ohio Uniform Electronic Transaction Act codified under R.C. Chapter 1306 recognizes the enforceability of electronic records. R.C. 1306.06 provides: (A) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. -9- Case No. 11-17-08 (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.
- case2018-Ohio-3527BP Metals, L.L.C. v. GlassOhio Ct. App. 3d Dist.decided 2018
The words that state the rule
A document converted to digital form and remitted by email is an electronic record. As such, the email referenced above creates a genuine issue of material fact as to whether the parties agreed to conduct the transaction by electronic means and create a binding contract under Ohio law. See R.C. 1306.08(B) (“The effect of an electronic record or electronic signature attributed to a person * * * shall -10- Case No. 11-17-08 be determined from the context and surrounding circumstances at the time of its creation, execution, or adoption, including the parties’ agreement, if any, and otherwise as provided by law.”); R.C. 1306.12 (“In a proceeding, evidence of a record or signature may not be excluded solely because it is in electronic form.”); R.C. 1306.07(A) (“If the parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send, or deliver information in writing to another person, the requirement is satisfied if the information is provided, sent, or delivered, as the case may be, in an electronic record capable of retention by the recipient at the time of receipt.”
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.