Is our contract unenforceable in Rhode Island because it was signed electronically, or agreed by email?
No, but only if both sides agreed to transact electronically, and not for a transaction governed by title 6A outside UCC articles 2 and 2A or by the law of wills. Rhode Island's Uniform Electronic Transactions Act, R.I. Gen. Laws ch. 42-127.1, provides in § 42-127.1-7 that "A record or signature may not be denied legal effect or enforceability solely because it is in electronic form", that a contract may not be denied effect solely because an electronic record was used in its formation, that "If a law requires a record to be in writing, an electronic record satisfies the law", and that "If a law requires a signature, an electronic signature satisfies the law." An "[e]lectronic signature" is "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" (§ 42-127.1-2(8)). THE SCOPE SECTION IS THE ONE THAT DECIDES CASES. Section 42-127.1-3(b): "This chapter does not apply to a transaction to the extent it is governed by: (1) A law governing the creation and execution of wills, codicils, or testamentary trusts; or (2) Title 6A other than §§ 6A-1-107 and 6A-1-206, chapter 2 of title 6A, and chapter 2.1 of title 6A". That is, the whole Rhode Island UCC is carved out except sale of goods (chapter 2), leases (chapter 2.1) and two article 1 sections. Subsection (c) puts the excluded record back inside the chapter "to the extent it is governed by a law other than those specified in subsection (b)", and subsection (d) adds that "A transaction subject to this chapter is also subject to other applicable substantive law." And § 42-127.1-5(b) limits the whole Act: "This chapter applies only to transactions between parties each of which has agreed to conduct transactions by electronic means", agreement being "determined from the context and surrounding circumstances, including the parties conduct." The Act runs only to records created on or after July 13, 2000, and an earlier record "shall be subject to the terms of the Electronic Signatures and Records Act as it stood at the time of that creation" (§ 42-127.1-4).
The trap
Electronic form is never the defence in Rhode Island; content and attribution are. Section 42-127.1-7 fixes the FORM of the record, and R.I. Gen. Laws § 9-1-4 still demands a note or memorandum "signed by the party to be charged therewith", and that is where real cases are lost. In Loffredo v. Shapiro a mass of "telephone calls, text messages, and e-mail communications", including the seller's own signed email, did not satisfy the statute of frauds because the purchase and sales agreement "lacks a signature from the Shapiros, who were the parties to be charged"; in 1100 North Main LLC the Court added that "the existence of a signature in the abstract is not the relevant question in assessing compliance with the statute of frauds." Two further statutory traps. Attribution is a fact question you must prove: "An electronic record or electronic signature is attributable to a person if it was the act of the person" (§ 42-127.1-9(a)). A security procedure is evidence, not a presumption. And § 42-127.1-8 makes a delivery trap out of your own portal. Subsection (a) applies where the parties have agreed to transact electronically and another law requires information to be given in writing: the requirement is met only by "an electronic record capable of retention by the recipient at the time of receipt", and a record "is not capable of retention by the recipient if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record"; subsection (c) then provides that "[i]f a sender inhibits the ability of a recipient to store or print an electronic record, the electronic record is not enforceable against the recipient", and by subsection (d) "[t]he requirements of this section may not be varied by agreement" except in the two narrow cases it names. Finally, note the consent gate in § 42-127.1-5(c): a party who agrees to transact electronically once "may refuse to conduct other transactions by electronic means", and "[t]he right granted by this subsection may not be waived by agreement", so a clause in your terms purporting to bind the counterparty to electronic dealings forever is, on the section's words, unwaivable in that respect.
18 authorities
- statuteR.I. Gen. Laws § 42-127.1-7enactment 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.
- statuteR.I. Gen. Laws § 42-127.1-7enactment date not established
The words that state the rule
(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.
- statuteR.I. Gen. Laws § 42-127.1-3enactment date not established
The words that state the rule
(b) This chapter does not apply to a transaction to the extent it is governed by: (1) A law governing the creation and execution of wills, codicils, or testamentary trusts; or (2) Title 6A other than §§ 6A-1-107 and 6A-1-206, chapter 2 of title 6A, and chapter 2.1 of title 6A;
- statuteR.I. Gen. Laws § 42-127.1-3enactment date not established
The words that state the rule
(c) This chapter applies to an electronic record or electronic signature otherwise excluded from the application of this chapter under subsection (b) to the extent it is governed by a law other than those specified in subsection (b). (d) A transaction subject to this chapter is also subject to other applicable substantive law.
- statuteR.I. Gen. Laws § 42-127.1-5enactment date not established
The words that state the rule
(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.
- statuteR.I. Gen. Laws § 42-127.1-5enactment 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 subsection may not be waived by agreement.
- statuteR.I. Gen. Laws § 42-127.1-2enactment date not established
The words that state the rule
(8) “Electronic signature” means 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.
- statuteR.I. Gen. Laws § 42-127.1-4enactment date not established
The words that state the rule
This chapter applies to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after July 13, 2000. Any electronic record or electronic signature created, generated, sent, communicated, received, or stored prior to the effective date of this chapter, but on or after the effective date of the Electronic Signatures and Records Act (formerly chapter 127 of this title) which this replaces, shall be subject to the terms of the Electronic Signatures and Records Act as it stood at the time of that creation, generation, sending, communication, reception, or storage.
- statuteR.I. Gen. Laws § 42-127.1-9enactment date not established
The words that state the rule
(a) An electronic record or electronic signature is attributable to a person if it was the act of the person. The act of the person may be shown in any manner, including a showing of the efficacy of any security procedure applied to determine the person to who the electronic record or electronic signature was attributable.
- statuteR.I. Gen. Laws § 42-127.1-8enactment date not established
The words that state the rule
(c) If a sender inhibits the ability of a recipient to store or print an electronic record, the electronic record is not enforceable against the recipient.
- statuteR.I. Gen. Laws § 9-1-4enactment date not established
The words that state the rule
unless the promise or agreement upon which the action shall be brought, or some note or memorandum thereof, shall be in writing, and signed by the party to be charged therewith, or by some other person by him or her thereunto lawfully authorized.
The words that state the rule
We are entirely unpersuaded by the Loffredos’ contention that the mélange of telephone calls, text messages, and e-mail communications somehow constitutes a “note or memorandum * * * in writing, and signed by the party to be charged therewith,” as the Statute of Frauds so explicitly requires.
- caseNo. 2024-203-Appeal.1100 North Main LLC v. Shoreby Hill Properties, Inc.R.I.decided 2026
The words that state the rule
existence of a signature in the abstract is not the relevant question in assessing compliance with the statute of frauds. Instead, this Court looks to the written note or memorandum at issue
- caseNo. 2024-203-Appeal.1100 North Main LLC v. Shoreby Hill Properties, Inc.R.I.decided 2026
The words that state the rule
The plaintiff argues that defendant’s attorney’s signature on an email agreeing to the terms of the purchase and sales agreement constitutes a memorandum sufficient to satisfy the statute of frauds; however, the existence of a signature in the abstract is not the relevant question in assessing compliance with the statute of frauds.
The words that state the rule
Very significantly, however, as the Loffredos conceded in their answers to interrogatories, the proposed purchase and sales document lacks a signature from the Shapiros, who were the parties to be charged.
- statuteR.I. Gen. Laws § 42-127.1-8enactment date not established
The words that state the rule
If 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. An electronic record is not capable of retention by the recipient if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.
- statuteR.I. Gen. Laws § 42-127.1-8enactment date not established
The words that state the rule
The requirements of this section may not be varied by agreement, but: (1) To the extent a law other than this chapter requires information to be provided, sent, or delivered in writing but permits that requirement to be varied by agreement, the requirement under subsection (a) that the information be in the form of an electronic record capable of retention may also be varied by agreement; and
- caseNo. 2024-203-Appeal.1100 North Main LLC v. Shoreby Hill Properties, Inc.R.I.decided 2026
The words that state the rule
Conclusion Accordingly, the trial justice’s judgment granting the defendant’s motion to dismiss and denying the plaintiff’s motion to amend is affirmed. We remand the papers to the Superior Court.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.