Are Text Messages and Emails Considered a Written Agreement or Signed Agreement under the Statute of Frauds in Utah?

Under the Utah Statute of Frauds there are certain types of contracts that cannot be enforced unless they are written and signed. The types of contracts that are governed by the statute of frauds, and must be in writing and “subscribed to by the party by whom the lease or sale is to be made”, include:

  • An estate or interest in real property, other than leases for a year or less, trust or power over or concerning real property that creates, grants, assigns, surrenders, or declares to sell or convey the property.
  • Any contract for the leasing of a property for more than one year or for sale or interest in any land.

The formal definition of “subscribe” is to sign a document. This would mean that these types of contracts must be signed by the person who is leasing or purchasing the property.

The types of contracts that are governed by the statute of frauds, and must be in writing and signed by the person charged with the agreement, include:

  • Any contract that, by its terms, cannot be performed within one year.
  • Any contract in which a party becomes a surety, or guarantor, of another.
  • Any contract in which the consideration is marriage, i.e., prenuptial agreements.
  • Any contract by an executor of a will to pay the debt of an estate with their own money.
  • Any contract authorizing an agent or broker to purchase or sell real estate for compensation.
  • Any credit agreement.
  • Any contract for the sale of goods over $500.

In these contracts, the person who must have signed is the person whom a claim is being brought against. For example, if there is a contract for two years of pest control services between a company and a homeowner and the homeowner sues the company, the company would have needed to have signed a written contract for the services to satisfy the statute of frauds.

These laws are intended to prevent parties from acting fraudulently and creating issues with regards to contracts. Most of the types of contracts that are governed by the statute of frauds are for agreements were there is a great amount for one or both parties to lose if the contract is enforced.

Text Messages and Emails

The Utah courts have not addressed if text messages, specifically, would be considered a writing under the statute of frauds, but Utah courts have addressed the statute of frauds generally. The Utah Supreme Court has stated that all writings must include all the essential terms and provisions of a contract. This means that even if in electronic format, an email or text message could be considered a writing to satisfy the statute of frauds.

Many jurisdictions have stated that emails, especially with signatures, may be considered writings, including Texas, Massachusetts, Ohio, Arizona, and New Jersey. The writing must have the terms of a contract that are necessary to bind the parties, just as in Utah.

As for text messages, a few courts have taken on this question. In New Jersey, a court had a case where a series of text messages were exchanged, and the court found that this was not sufficient to satisfy the signing requirement. The parties did not type their name at the end of any message and did not otherwise sign the messages to indicate their consent to the terms.

In Massachusetts, a court held that a series of text messages between real estate agents was considered a writing and one message with specific terms was considered to be signed. The text messages with deal terms, along with a letter of intent, were considered a writing under the statute of frauds because it had sufficiently complete terms and an intent to be bound by those terms. The text message was considered to be signed because the agent put his first name at the end of the text message with the deal terms, but not at the end of other text messages without deal terms.

Uniform Electronic Transaction Act

Under the Uniform Electronic Transaction Act, which has been adopted in all jurisdictions, including Utah, section 13 states that a “record or signature may not be denied legal effect or enforceability solely because it is in electronic form.” It is unlikely that Utah would deny an email or text message from being a writing solely because it is in electronic form.

Text Messages and Emails as Written and Signed Agreements

Though Utah has not specifically answered the question as to if text messages and emails would be considered writings to satisfy the statute of frauds, it is best to make sure that if you do not intend to be bound by contract terms, you do not accidentally bind yourself. The best practice would be to let the other party know, with great clarity, that the exchanges between you and that party are discussion of terms only.

Another issue to look out for is to ensure that you do not sign any document, electronic or otherwise, that has the terms of a deal to make the contract binding if you do not wish to be bound. This includes emails and text messages.

If you do intend to be bound, make sure that this is clear as well. The best way to do this is to have a physical copy of the agreement, with all of the applicable terms, with both party’s signatures on the document. This is the safest way to make sure that your agreement will be upheld and is valid.

Help with the Statute of Frauds

The above information does not thoroughly explain all exceptions or the statute of frauds or address all legal issues related to the statute of frauds. If you are dealing with a potential statute of frauds issue in Utah, it is advisable to talk with a qualified Utah contract attorney. Please call our office at (801) 365-1030 and we will be happy to assist you.

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