Is an e-signed contract enforceable in Washington?
Yes, where both parties agreed to transact electronically. Under chapter 1.80 RCW (Washington's Uniform Electronic Transactions Act, 2020) 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; an electronic record satisfies a law requiring a writing, and an electronic signature satisfies a law requiring a signature. The chapter 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; and a "transaction" for this purpose is "an action or set of actions occurring between two or more persons relating to the conduct of business, commercial, or governmental affairs" (RCW 1.80.010(18)). It does not require anyone to use electronic form in the first place, and outside the provisions it marks as non-waivable, "the effect of any of its provisions may be varied by agreement" (RCW 1.80.040(1), (4)). Attribution is a separate question: an electronic record or signature "is attributable to a person if it was the act of the person", shown in any manner including the efficacy of a security procedure, and its effect is determined from the circumstances including the parties' agreement (RCW 1.80.080).
The trap
Scope is the trap. The chapter does not apply to a transaction to the extent it is governed by the law of wills, codicils or testamentary trusts, or by Title 62A RCW other than RCW 62A.1-306 and chapters 62A.2 and 62A.2A (so sales and leases of goods are in, but other UCC articles are out). But the exclusion reaches only as far as the excluded law does: RCW 1.80.020(3) applies the chapter to an otherwise-excluded electronic record or signature "to the extent it is governed by a law other than those specified in subsection (2)", and RCW 1.80.020(4) adds that "[a] transaction subject to this chapter is also subject to other applicable substantive law", so clearing the Act's recognition rules never clears the substantive rules of the deal. And a party that agreed to transact electronically once may refuse to do so for other transactions, a right that cannot be waived by agreement. That non-waivable right is the exception, not the pattern: under RCW 1.80.040(4) the effect of the chapter's other provisions may be varied by agreement, so a contract can contract around most of the Act and not around that, nor around RCW 1.80.070, whose requirements "may not be varied by agreement" and under which an electronic record a sender stops the recipient from storing or printing "is not enforceable against the recipient".
9 authorities
- statuteRCW 1.80.060enactment date not established
The words that state the rule
(1) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. (2) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation. (3) If a law requires a record to be in writing, an electronic record satisfies the law. (4) If a law requires a signature, an electronic signature satisfies the law. [ 2020 c 57 s 7.]
- statuteRCW 1.80.040enactment date not established
The words that state the rule
(1) This chapter 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. (2) 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. (3) 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. (4) Except as otherwise provided in this chapter, the effect of any of its provisions may be varied by agreement. The presence in certain provisions of this chapter 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. (5) Whether an electronic record or electronic signature has legal consequences is determined by this chapter and other applicable law. [ 2020 c 57 s 5.]
- statuteRCW 1.80.020enactment date not established
The words that state the rule
(1) Except as otherwise provided in subsection (2) of this section, this chapter applies to electronic records and electronic signatures relating to a transaction. (2) This chapter does not apply to a transaction to the extent it is governed by: (a) A law governing the creation and execution of wills, codicils, or testamentary trusts. However, this chapter applies to nonjudicial settlement agreements under RCW 11.96A.220; and (b) Title 62A RCW other than RCW 62A.1-306 and chapters 62A.2 and 62A.2A RCW. (3) This chapter applies to an electronic record or electronic signature otherwise excluded from the application of this chapter under subsection (2) of this section to the extent it is governed by a law other than those specified in subsection (2) of this section. (4) A transaction subject to this chapter is also subject to other applicable substantive law. [ 2024 c 188 s 17; 2020 c 57 s 3.]
- statuteRCW 1.80.080enactment date not established
The words that state the rule
(1) 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 which the electronic record or electronic signature was attributable. (2) The effect of an electronic record or electronic signature attributed to a person under subsection (1) of this section is 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. [ 2020 c 57 s 9.]
- statuteRCW 1.80.010enactment date not established
The words that state the rule
(9) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means. (10) "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.
- statuteRCW 1.80.010enactment date not established
The words that state the rule
(16) "Security procedure" means a procedure employed for the purpose of verifying that an electronic signature, record, or performance is that of a specific person or for detecting changes or errors in the information in an electronic record. The term includes a procedure that requires the use of algorithms or other codes, identifying words or numbers, encryption, or callback or other acknowledgment procedures.
- statuteRCW 1.80.010enactment date not established
The words that state the rule
(18) "Transaction" means an action or set of actions occurring between two or more persons relating to the conduct of business, commercial, or governmental affairs. [ 2020 c 57 s 2.]
- statuteRCW 1.80.030enactment 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 June 11, 2020. [ 2020 c 57 s 4.]
- statuteRCW 1.80.070enactment date not established
The words that state the rule
(3) 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. (4) The requirements of this section may not be varied by agreement, but: (a) 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 (1) of this section that the information be in the form of an electronic record capable of retention may also be varied by agreement; and (b) A requirement under a law other than this chapter to send, communicate, or transmit a record by regular United States mail may be varied by agreement to the extent permitted by the other law. [ 2020 c 57 s 8.]
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.