With advances in communication and technology, and concerns about the environment, more and more businesses are engaging in paperless transactions. This means that more consumers and businesses are being asked to sign documents without using a pen. Is this valid? Is there something legally significant about the ink in a pen, or will the ones and zeroes that make up the digital signature be just as binding against the signatory to a contract?
Although laws vary state to state, with very limited exceptions, yes, a digital, electronic, or typographic signature is just as good as the handwritten one.
There Is No Requirement that Signature Be Handwritten for a Contract to Be Binding
In Nevada, a contract is valid and enforceable when there is “an offer and acceptance, meeting of the minds, and consideration.” May v. Anderson, 121 Nev. 668, 672, 119 P.3d 1254, 1257 (2005).
Acceptance is “[a]n offeree’s assent, either by express act or by implication from conduct, to the terms of an offer in a manner authorized or requested by the offeror, so that a binding contract is formed.” ACCEPTANCE, Black’s Law Dictionary (10th ed. 2014).
For the most part, the law does not place any specific restrictions on the method of acceptance, as long as it is an objective manifestation of the intent to be bound and the method conforms with the terms of the offer.
Thus, under the specific requirements for the formation of a valid and binding contract, there is no requirement that the acceptance take the form of a signature at all, much less any specific type of signature. Indeed, contracts can be valid and enforceable even when there is no writing at all.
There Are Laws that Specifically Allow the Use of Digital or Electronic Signatures in Lieu of Handwritten Ones
There are at least two statutes applicable in Nevada that allow digital signatures. The first, a federal law passed in 2000, the Electronic Signatures in Global and National Commerce, aptly named the ESIGN Act, 15 U.S. Code § 7001, forbids the voiding of a contract solely by reason that it is digitally signed:
Notwithstanding any statute, regulation, or other rule of law (other than this subchapter and subchapter II), with respect to any transaction in or affecting interstate or foreign commerce
(1) a signature, contract, or other record relating to such transaction may not be denied legal effect, validity, or enforceability solely because it is in electronic form; and
(2) a contract relating to such transaction may not be denied legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation.
The other statute is the Uniform Electronic Transactions Act, or UETA, and has been adopted by 47 states, including Nevada (Illinois, New York, and Washington are the exceptions). Nevada’s version, NRS 719.240, adopted in 2001, is similar to the ESIGN Act:
1. A record or signature may not be denied legal effect or enforceability solely because it is in electronic form.
2. A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.
3. If a law requires a record to be in writing, an electronic record satisfies the law.
4. If a law requires a signature, an electronic signature satisfies the law.
The Local Court Rules in Clark County Also Allow for Digital Signatures on Official Documents
Although outside the realm of contracts, documents attorneys file with the court also require no more than a typographic signature, per the Eighth Judicial District Court Rule 8.07:
Typographical signatures shall be treated as personal signatures for all purposes under the Nevada Revised Statutes. A typographical signature shall be as follows:
/s/ John L. Smith
JOHN L. SMITH
A digital signature is not a valid substitute for a wet signature in all circumstances—consult with an attorney if in doubt—but when it comes to contracts and most documents submitted to the court in Clark County, a digital, electronic, or typographic signature is as good as a handwritten one.
