parts to build axles, despite an email confirmation between them stating simply that the buyer agreed to the seller's attached, unsigned, proposal. In addition to arguing their email exchanges were not a "signed writing," an argument the court quickly rejected, the seller claimed the email exchanges lacked essential terms one would typically find in an automotive supply agreement. In turning to the email chains, spanning several months, the court concluded the parties contracted. The court also used their email discussion to interpret terms, such as payment productivity, that the seller alleged were ambiguous in their email confirmation. While the parol evidence rule would preclude evidence of a contemporaneous or prior oral agreement, the rule did not preclude parol and unsigned evidence to establish the parties' intent. Similarly, UCC §2-202 ("Final Written Expression: Parol or Extrinsic Evidence") states that agreed terms may not be contradicted by evidence or any prior agreement or of a contemporaneous oral agreement, but they may be explained or supplemented (a) by course of dealing or usage of trade the court finds the writing to have been intended also as a complete and exclusive statement. Those, too, the court can glean from emails. Domino's Pizza. required agreements to settle lawsuits to be "subscribed," meaning signed at the bottom. While the court found the parties had signed their settlement electronically, because the purported agreement lacked a signature at the bottom of the document for the party against whom enforcement was sought, the agreement was unenforceable. This case serves as a reminder that the the E-SIGN Act, the UETA and its counterparts merely render electronic marks signatures for substantive law purposes. can do to avoid an unwanted result. person's job is to oversee all aspects of contract formation, from negotiation to documentation to gathering the appropriate signatures. This person may be a member of the legal group, who works behind the scenes or out in front, or a member of the business group, who leads negotiations. The point is to make one person responsible for speaking on behalf of the company when it comes to the particular contract at hand rather than a number of people, any one of whom may incidentally contract. Conditions. Many of these are carry- overs from years past, and they may not specify whether an electronic signature constitutes a signature. If they are silent, then emails suffice. avoid the merchant's confirmation rule. offer and counter-offer the UCC "mirror image" acceptance rule. electronic signature contracts and require ink signatures. Parties are free to do so. and time consuming, consider a verification software, such as cryptography, that requires use of passwords and unique identifiers to affirm the person electronically signing is, in fact, that person. Cryptography is the science of securing information. It is most commonly associated with systems that scramble information and then unscramble it. letter immediately upon notice of a potential contract dispute. to prove the existence of a contract, if signed, or the meaning of terms otherwise ambiguous, signed or unsigned. As the Second Circuit said in Apex Oil Co. v. Vanguard Oil & Service Co., email signatures, "[W]e recognize that we are permitting a substantial transaction to be consummated on fragmentary conversation and documentation. However, it is the practice in many fields to transact business quickly and with a minimum of documentation... Parties doing business with each other in such circumstances take the risk that their conflicting versions of conversations will be resolved to their disfavor by a fact- finder whose findings, even if incorrect, are immune from appellate revision." The more thorough your saved evidence in support of your contract, the less risk your company takes of an unfavorable ruling. Otherwise, what seemed to be an easy and efficient way to land that deal could turn into a cumbersome, laborious court battle arguing who meant what in an email. (1819), pp. 839-42. 26: 329 at 33442. 4 See, e.g., Jag Imperial, LLC v. Literski, 2012-Ohio-2863 6 Restatement (Second) of Contracts § 129. 7 Restatement (Second) of Contracts § 139. 8 UCC 2-201(2). 9 Singleton, S. (March 17, 1999). Privacy Issues In Federal Wisc. Aug. 5, 2008). 12 See full text at http://www.uncitral.org/pdf/english/texts/ 15 See also UCC § 1-205. 16 See also UCC § 2-208. 17 733 NW2d 766 (2006). 18 You can learn more at www.w3.org/Signature. 19 760 F.2d 417 (2d Cir. 1985). |