Is an e-signed contract enforceable in Utah, and does it satisfy a writing requirement?
Yes, within Utah's Uniform Electronic Transactions Act. 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 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 (§ 46-4-201). The Act covers electronic records and signatures relating to a transaction except as its scope section provides otherwise (§ 46-4-103), and it applies only to transactions between parties each of which has agreed to conduct transactions by electronic means, determined from the context and surrounding circumstances including the parties' conduct (§ 46-4-105).
The trap
The Act does not apply to wills, codicils and testamentary trusts, or to Title 70A (the Uniform Commercial Code) other than § 70A-1a-306 and the Sales and Leases chapters (§ 46-4-103), so on its own it does not validate an electronic negotiable instrument or secured-transaction record. The exclusion is not the end of it: § 46-4-103 brings an otherwise excluded record or signature back in to the extent some law other than those listed governs it, and says a transaction the chapter covers is still subject to other applicable substantive law. Consent to electronic dealing is a threshold, not a formality, and it is not a blanket: a party that agrees to deal electronically may refuse to conduct other transactions that way, and that right cannot be waived by agreement (§ 46-4-105).
6 authorities
- statuteUtah Code § 46-4-201enactment date not established
The words that state the rule
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. If a law requires a signature, an electronic signature satisfies the law.
- statuteUtah Code § 46-4-105enactment date not established
The words that state the rule
This chapter applies only to transactions between parties each of which has agreed to conduct transactions by electronic means. Whether or not the parties agree to conduct a transaction by electronic means is determined from the context and surrounding circumstances, including the parties' conduct.
- statuteUtah Code § 46-4-103enactment date not established
The words that state the rule
This chapter does not apply to: a transaction to the extent it is governed by a law governing the creation and execution of wills, codicils, or testamentary trusts; Title 70A, Uniform Commercial Code , other than: Section 70A-1a-306 ; and Title 70A, Chapter 2, Uniform Commercial Code - Sales , and Title 70A, Chapter 2a, Uniform Commercial Code - Leases
- statuteUtah Code § 46-4-103enactment date not established
The words that state the rule
Except as otherwise provided in Subsection (2) , this chapter applies to electronic records and electronic signatures relating to a transaction.
- statuteUtah Code § 46-4-103enactment date not established
The words that state the rule
This chapter applies to an electronic record or electronic signature otherwise excluded from the application of this chapter under Subsection (2) to the extent it is governed by a law other than those specified in Subsection (2) . A transaction subject to this chapter is also subject to other applicable substantive law.
- statuteUtah Code § 46-4-105enactment date not established
The words that state the rule
A party that agrees to conduct a transaction by electronic means may refuse to conduct other transactions by electronic means. The right granted by Subsection (3)(a) may not be waived by agreement.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.