Electronic Contracts in Massachusetts

In 2003, Massachusetts adopted the Uniform Electronic Transaction Act which permits parties who consent to the transaction of contracts by electronic means to create valid, binding and enforceable agreements. The change in the law was both inevitable and necessary, as electronic communication has become a dominant force in the 21 st Century. Filings with the Secretaries of State of the various states and Uniform Commercial Code filings may now all be done electronically and it was only a matter of time until electronically negotiated contracts would be deemed binding and enforceable.  

It should be noted that, in most cases, contracts need not be in writing to be enforceable.   Exceptions in Massachusetts include contracts where the performance will take more than one year to complete and contracts for the transfer of real estate. Nonetheless the written and "electronically" signed contract, is an important evidentiary tool, should a contractual dispute arise.

While the electronic contract law is a positive development in most respects, it is also a somewhat dangerous tool. Most businesspeople are used to using email communications in a very informal manner without the regard or thought that might go into a paper letter. Also, because there may be an entire set of email transmissions which form a contract, the potential exists for binding oneself to terms which may have been forgotten in an earlier email transmission. It is therefore worthwhile for every business to consult with its business lawyer about the proper method of conducting negotiations via email and ­adopting protocols and procedures before entering into contracts electronically.  

Because of the importance of the Uniform Electronic Transaction Act to business, every business lawyer should have at least passing familiarity with the new legislation as it will become a major component of Massachusetts business law as time goes on.   Should you wish more information about the binding nature of electronic contracts or the Uniform Electronic Transaction Act, please contact the Parker | Scheer business law department.

Contact Parker|Scheer Business Lawyers

For more information on electronic contracts or if you are seeking a Boston business lawyer for any other needs, please contact Barry Scheer. If you prefer, you can also telephone our offices in Boston seven days a week at toll free 866-414-0400.

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