A California Court of Appeals recently affirmed a trial court’s decision that an employment agreement was not modified by a series of emails simply because the emails include the employee’s printed name in the email signature block.
In analyzing whether the employee had agreed to a modification of his employment agreement, the Court evaluated whether the employee’s email signature block was a valid electronic signature. The employer contended that because the employee’s email included his full name, title, address, two phone numbers, email address and webpage URL, it satisfied the requirements under the Uniform Electronic Transactions Act (UETA). (Civil Code Sections 1633.1 et seq.)
Under the UETA, an electronic signature has the same legal effect as a handwritten signature, if it meets certain requirements. Significant for the case here, under Civil Code Section 1633.2, in order to be effective an electronic signature must be “executed or adopted by a person with the intent to sign the electronic record.”
The Court stated that attributing the name on an email to a particular person and determining the printed name is the act of this person is a necessary perquisite, but is insufficient, by itself, to establish that it is an electronic signature. Further, that the UETA only applies to situations where both parties have agreed to conduct business by electronic means.
The evidence in this case demonstrated that the employee’s emails merely represented thoughts and discussions; there was no evidence to show that the employee’s emails were intended to execute a final modified agreement as required under the UETA.
This case serves as an important reminder that in order for an electronic signature to be binding, it must strictly comply with the requirements of the UETA. An email signature block in and of itself is likely insufficient.