Fort Worth Business Press, June 2, 2014 Vol. 26, No. 22 | Page 15

fwbusinesspress.com | June 9 - 15, 2014

15

Electronic contracts in the digital age

The multi-million dollar email

H

ow easy is it to enter into a
binding written legal agreement nowadays? About as
easy as clicking “send” on an email.
The ease of entering into an electronic
contract has made our lives more convenient and more dangerous. Let me
explain.

General rule – no written
agreement necessary
The general rule for contacting in
Texas has always been that no formal written agreement is necessary
to create most kinds of binding legal
agreements. A contract can arise by
oral agreement, with or without a
handshake. Generally, for a contract
to be enforceable, it requires only that
the contracts meet very basic requirement, such as (1) an offer and an
acceptance of the offer, (2) a “meeting
of the minds” of the parties regarding
the key terms of the agreement, (3) an
exchange of consideration, and (4) absence of fraud, duress, mistake, forgery,
unconscionability or other barriers to
contract.

Exceptions to general rule –
Statute of Frauds and Uniform
Commercial Code
Texas law recognizes some exceptions
to the general rule, however. Some
types of agreements must be in writing and signed by the party against
whom enforcement is sought to be
enforceable. Perhaps this is because
lawmakers felt that certain agreements
were too important or too easily prone
to fraud or mistake to rely upon oral
agreements. For example, the Texas
Statute of Frauds identifies categories
of agreements that must be in writing
and signed to be enforceable, such as
(1) a promise by one person to answer
for the debt of another person; (2) an
agreement made on consideration of
marriage; (3) a contract for the sale
of real estate, including oil and gas
interests; and (4) an agreement which
is not to be performed within one year,
including a real estate lease. Another
example is in the Uniform Commercial
Code (UCC), which requires contracts
for the sale of goods of $500 or more
to be in writing to be enforced.

Uniform Electronic Transactions Act
If you read the Statute of Frauds
or the UCC, you might think that all
of the agreements described in the
previous paragraph must be written on
a piece of paper and signed with a ballpoint pen. But in 2001, Texas adopted

the Uniform Electronic Transactions
Act (UETA). Under UETA, parties are
permitted to satisfy the requirement
that an agreement be in writing and
signed