Thoughtful contract preparation can help the parties to a contract avoid disputes.
What is a contract?
The elements of a contract are offer, acceptance, and consideration (the exchange of something for value).
A good contract will reflect a meeting of the minds of the parties, their intent to be bound, and unambiguous terms.
Are oral contracts enforceable?
Oral contracts may be enforceable for many kinds of transactions, but are more difficult to prove when a dispute arises.
For some transactions, oral contracts are not enforceable. These include a class of transactions under the Statute of Frauds, which require a writing. Real estate contracts and contracts that cannot be performed within one year are examples of contracts falling under the Statute of Frauds that require a writing.
While an oral contract may be enforceable, it may not be the best practice in more complex or high-value transactions since proving the contract may depend on testimony and other forms of communication to demonstrate the agreed-upon terms.
Can a contract be formed through an exchange of emails?
Yes. The majority of states have adopted the Uniform Electronic Transaction Act (UETA), which provides that electronic communications are sufficient to satisfy any statute that requires that contracts be in writing.
Under the Florida Uniform Electronic Transaction Act, email exchanges can be considered a binding contract if they include the essential elements of a contract.
Consequently, people should proceed with caution when negotiating the terms of a transaction over email as the email exchange may be sufficient to form a contract.
Are electronic signatures on a contract valid?
As I discussed in an earlier post titled, “Are Electronic Signatures Valid and Binding?”, electronic signatures are equivalent to written signatures, except in certain circumstances where a statute requires “wet” signatures, witnessed signatures, or that a signature be notarized in person.
Florida Statutes §§ 668.001–006 establishes that electronic signatures hold the same legal effect as traditional handwritten signatures and are equally valid and enforceable, unless explicitly stated otherwise by law.
Fla. Stat. Section 668.50(7)(b) defines an electronic signature as encompassing any letters, characters, or symbols executed or adopted by a party with the intent to authenticate a writing. When logically associated with a document, an electronic signature becomes legally valid.
Evidence of a record or signature may not be excluded by a Florida court solely because the record or signature is in electronic form. Fla. Stat. 668.50(13).
All 50 states have adopted measures recognizing electronic signatures.