Dot I’s and Cross T’s When Relying On An Electronic Signature!
In J.B.B. Investment Partners, Ltd. v. Fair, Case Nos. A140232, A141228 (1/2 Dec. 30, 2014) (Kline, Richman, Stewart), the Court of Appeal reversed a trial court’s enforcement of a settlement agreement under CCP section 664.6, because email and voicemail messages failed to satisfy the electronic signature requirements. And because the settlement agreement could not be enforced by plaintiff, plaintiff could not recover attorney’s fees. This case is must reading for attorneys and their clients conducting business by electronic transactions under the California Uniform Electronic Transactions Act (UETA).
The parties briefed whether the email complied with the the UETA provision: “If the law requires a signature, an electronic signature satisfies the law.” Civ. Code, section 1633.7(d). That was too simplistic for the Court of Appeal, which pointed out that the plaintiffs failed to demonstrate that the parties agreed to conduct transactions by electronic means or that defendant intended with his printed name at the end of his email to sign electronically plaintiff’s offer. See Civ. Code, sections 1633.2 and 1633.5(b). Under a separate common law contractual analysis, the Court also failed to find that the parties intended to form a contract, given that further settlement documents were not signed.
As we have blogged before, relying on important electronic transactions without dotting all the I’s and crossing all the t’s is risky business. See April 30, 2014 blog post.