The U.S. follows a dual framework: ESIGN is the federal law, while 49 states, Washington, D.C., and Puerto Rico have adopted their own versions of UETA, and New York has a similar statute. Both ESIGN and UETA are applicable only to electronic records and signatures that pertain to a transaction.

According to ESIGN, a “transaction” refers to any action or series of actions related to business, commercial, or commercial matters between two or more parties, including (A) the sale, lease, exchange, licensing, or other transfer of (i) personal property (including goods and intangibles), (ii) services, or (iii) any combination of these; and (B) the sale, lease, exchange, or other transfer of any interest in real property, or any combination thereof. A “person” can be an individual, corporation, business trust, estate, trust, partnership, LLC, association, joint venture, government agency, public corporation, or any other legal or commercial entity.

Under UETA, a “transaction” is any action or set of actions between two or more persons concerning business, commercial, or governmental matters. The definition of “person” is the same as in ESIGN and includes individuals, corporations, business trusts, estates, trusts, partnerships, LLCs, associations, joint ventures, government agencies, public corporations, or any other legal or commercial entity.

Electronic signatures cannot be refused legal effect, validity, or enforceability solely because they are in electronic form. However, if the authenticity of an electronic signature is disputed, the enforcing party must (i) prove the signer’s intent to sign the electronic record; (ii) link the electronic signature to the signer (by any method); (iii) confirm the electronic signature is attached to or logically associated with the signed record; (iv) allow the signer to keep a copy of the signed document; and (v) ensure the signed record is securely maintained to preserve its integrity.