![]() ![]() Under UETA, the exchange of electronically-signed documents manifests the requisite agreement of the parties to use electronic signatures. An opinion, therefore, that a business agreement has been duly executed can be based on the parties’ conduct. The agreement of the parties can be implicit and can be based on all the circumstances broadly construed. When the parties to a business contract subject to one of these statutes agree to use an electronic signature, the electronic signature ordinarily will have legal effect. Generally, UETA and E-SIGN provide that a signature may not be denied legal effect solely because it is in electronic form. ESRA is different from UETA but that should not change the result that an electronic signature will ordinarily be effective because if ESRA is not consistent with E-SIGN, it is preempted by E-SIGN.) (New York has enacted the Electronic Signatures and Records Act, State Technology Law §§ 301-309 (ESRA). The net effect of these rules is that every jurisdiction in the United States has substantially the same rules for the use of electronic signatures. If a state has adopted alternative procedures for the use of electronic signatures consistent with E-SIGN, E-SIGN does not preempt those procedures.If a state has adopted UETA, E-SIGN does not preempt UETA in that state, except to the extent the state’s version of UETA is inconsistent with E-SIGN.E-SIGN is the law in states that have not adopted UETA or a statute providing alternative procedures for the use of electronic signatures consistent with E-SIGN.The interplay of UETA and E-SIGN is as follows: E-SIGN provides substantially the same rules as UETA. The Uniform Electronic Transactions Act (UETA) is the law in all but a few United States jurisdictions, and the Electronic Signatures in Global and National Commerce Act, 15 USCA §§ 7001 et seq. This Comment explains the legal basis for the conclusion underlying those opinions that the electronic signatures on those agreements have the same legal effect as manual signatures. Parties to business transactions and their counsel seldom gather in the same location to exchange manually-signed agreements and other documents virtual closings have been and are the norm.* The COVID-19 crisis has resulted in increased focus on the widespread practice of giving opinions on the execution of agreements signed electronically. ![]()
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