In 2004, Massachusetts adopted the Uniform Electronic Transactions Act (G.L.c. 110G, §7(b)) making it clear that a contract can be formed and enforced under Massachusetts law when an offer is accepted electronically. Recent Massachusetts case law maintains that a contract is still enforceable when neither party affixes a handwritten signature to a paper form of the contract if the contract was agreed to by an electronic record. An electronic record is defined by the statute as “a record created, generated, sent, communicated, received, or stored by electronic means”. In Clean Properties, Inc. v. Riselli, Middlesex Superior Court upheld the validity contract where the terms of a contract were accepted electronically and included a typed name in the signature block of the email. By typing the name in the signature block, the court held that the individual used the email as an “electronic signature” for the purposes of accepting the terms of the contract. In coming to this decision, the court took into account the context of the negotiations and noted that the course of dealing between the two parties demonstrated that they agreed to conduct their transactions by electronic means.
The lesson to be learned here is that drafting and negotiating contracts is not a simple task. It is important to seek the advice of counsel when initiating contract negotiations so unfavorable terms are not inadvertently agreed to electronically. At the very least, when conducting contract negotiations electronically, the parties should set clear ground rules as to what the acceptable form of a party’s signature is and what medium is acceptable to contain the final, agreed-upon terms of the contact.
