1 of Senate Bill 1334
(1) SHORT TITLE.--This
section may be cited as the "Uniform Electronic Transaction Act."
used in this section:
means the bargain of the parties in fact, as found in their language
or inferred from other circumstances and from rules, regulations, and
procedures given the effect of agreements under provisions of law otherwise
applicable to a particular transaction.
transaction" means a transaction conducted or performed, in whole or
in part, by electronic means or electronic records, in which the acts
or records of one or both parties are not reviewed by an individual
in the ordinary course in forming a contract, performing under an existing
contract, or fulfilling an obligation required by the transaction.
program" means a set of statements or instructions to be used directly
or indirectly in an information processing system in order to bring
about a certain result.
means the total legal obligation resulting from the parties' agreement
as affected by this act and other applicable provisions of law.
means relating to technology having electrical, digital, magnetic, wireless,
optical, electromagnetic, or similar capabilities.
agent" means a computer program or an electronic or other automated
means used independently to initiate an action or respond to electronic
records or performances in whole or in part, without review or action
by an individual.
record" means a record created, generated, sent, communicated, received,
or stored by electronic means.
signature" means an electronic sound, symbol, or process attached to
or logically associated with a record and executed or adopted by a person
with the intent to sign the record.
agency" means an executive, legislative, or judicial agency, department,
board, commission, authority, institution, or instrumentality of this
state, including a county, municipality, or other political subdivision
of this state and any other public or private agency, person, partnership,
corporation, or business entity acting on behalf of any public agency.
means data, text, images, sounds, codes, computer programs, software,
databases, or other similar representations of knowledge.
processing system" means an electronic system for creating, generating,
sending, receiving, storing, displaying, or processing information.
means an individual, corporation, business trust, estate, trust, partnership,
limited liability company, association, joint venture, governmental
agency, public corporation, or any other legal or commercial entity.
means information that is inscribed on a tangible medium or that is
stored in an electronic or other medium and is retrievable in perceivable
form, including public records as defined in s. 119.011(1), Florida
procedure" means a procedure employed for the purpose of verifying that
an electronic signature, record, or performance is that of a specific
person or for detecting changes or errors in the information in an electronic
record. The term includes a procedure that requires the use of algorithms
or other codes, identifying words or numbers, encryption, or callback
or other acknowledgment procedures.
means a state of the United States, the District of Columbia, Puerto
Rico, the United States Virgin Islands, or any territory or insular
possession subject to the jurisdiction of the United States. The term
includes an Indian tribe or band, or Alaskan native village, which is
recognized by federal law or formally acknowledged by a state.
means an action or set of action occurring between two or more persons
relating to the conduct of business, commercial, insurance, or governmental
as otherwise provided in paragraph (b), this section applies to electronic
records and electronic signatures relating to a transaction.
section does not apply to a transaction to the extent the transaction
is governed by:
provision of law governing the creation and execution of wills, codicils,
or testamentary trusts;
2. The Uniform Commercial Code other than ss. 671.107 and 671.206,
Florida Statutes, and chapters 672 and 680, Florida Statutes;
3. The Uniform Computer Information Transactions Act; or
4. Rules relating to judicial procedure.
section applies to an electronic record or electronic signature otherwise
excluded under paragraph (b) to the extent such record or signature
is governed by a provision of law other than those specified in paragraph
(d) A transaction
subject to this section is also subject to other applicable provisions
of substantive law.
section applies to any electronic record or electronic signature created,
generated, sent, communicated, received, or stored on or after July 1,
USE OF ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES; VARIATION BY AGREEMENT.--
section does not require a record or signature to be created, generated,
sent, communicated, received, stored, or otherwise processed or used
by electronic means or in electronic form.
section applies only to transactions between parties each of which has
agreed to conduct transactions by electronic means. Whether the parties
agree to conduct a transaction by electronic means is determined from
the context and surrounding circumstances, including the parties' conduct.
(c) A party
that agrees to conduct a transaction by electronic means may refuse
to conduct other transactions by electronic means. The right granted
by this paragraph may not be waived by agreement.
as otherwise provided in this section, the effect of any provision of
this section may be varied by agreement. The presence in certain provisions
of this section of the words "unless otherwise agreed," or words of
similar import, does not imply that the effect of other provisions may
not be varied by agreement.
an electronic record or electronic signature has legal consequences
is determined by this section and other applicable provisions of law.
CONSTRUCTION AND APPLICATION.--This
section shall be construed and applied to:
electronic transactions consistent with other applicable provisions
consistent with reasonable practices concerning electronic transactions
and with the continued expansion of those practices.
its general purpose to make uniform the law with respect to the subject
of this section among states enacting similar legislation.
LEGAL RECOGNITION OF ELECTRONIC RECORDS, ELECTRONIC SIGNATURES, AND ELECTRONIC
(a) A record
or signature may not be denied legal effect or enforceability solely
because the record or signature is in electronic form.
(b) A contract
may not be denied legal effect or enforceability solely because an electronic
record was used in the formation of the contract.
a provision of law requires a record to be in writing, an electronic
record satisfies such provision.
a provision of law requires a signature, an electronic signature satisfies
PROVISION OF INFORMATION IN WRITING; PRESENTATION OF RECORDS.--
parties have agreed to conduct a transaction by electronic means and
a provision of law requires a person to provide, send, or deliver information
in writing to another person, the requirement is satisfied if the information
is provided, sent, or delivered, as the case may be, in an electronic
record capable of retention by the recipient at the time of receipt.
An electronic record is not capable of retention by the recipient if
the sender or the sender's information processing system inhibits the
ability of the recipient to print or store the electronic record.
a provision of law other than this section requires a record to be posted
or displayed in a certain manner; to be sent, communicated, or transmitted
by a specified method; or to contain information that is formatted in
a certain manner, the following rules apply:
record must be posted or displayed in the manner specified in the
other provision of law.
as otherwise provided in subparagraph (d)2., the record must be sent,
communicated, or transmitted by the method specified in the other
provision of law.
record must contain the information formatted in the manner specified
in the other provision of law.
a sender inhibits the ability of a recipient to store or print an electronic
record, the electronic record is not enforceable against the recipient.
requirements of this section may not be varied by agreement, provided:
the extent a provision of law other than this section requires information
to be provided, sent, or delivered in writing but permits that requirement
to be varied by agreement, the requirement under paragraph (a) that
the information be in the form of an electronic record capable of
retention may also be varied by agreement.
requirement under a law other than this section to send, communicate,
or transmit a record by first-class mail, postage prepaid, or other
regular United States mail, may be varied by agreement to the extent
permitted by the other provision of law.
ATTRIBUTION AND EFFECT OF ELECTRONIC RECORD AND ELECTRONIC SIGNATURE.--
electronic record or electronic signature is attributable to a person
if the record or signature was the act of the person. The act of the
person may be shown in any manner, including a showing of the efficacy
of any security procedure applied to determine the person to which the
electronic record or electronic signature was attributable.
effect of an electronic record or electronic signature attributed to
a person under paragraph (a) is determined from the context and surrounding
circumstances at the time of its creation, execution, or adoption, including
the parties' agreement, if any, and otherwise as provided by law.
EFFECT OF CHANGE OR ERROR.--If a change
or error in an electronic record occurs in a transmission between parties
to a transaction, the following rules apply:
the parties have agreed to use a security procedure to detect changes
or errors and one party has conformed to the procedure, but the other
party has not, and the nonconforming party would have detected the change
or error had that party also conformed, the conforming party may avoid
the effect of the changed or erroneous electronic record.
an automated transaction involving an individual, the individual may
avoid the effect of an electronic record that resulted from an error
made by the individual in dealing with the electronic agent of another
person if the electronic agent did not provide an opportunity for the
prevention or correction of the error and, at the time the individual
learns of the error, the individual:
notifies the other person of the error and that the individual did
not intend to be bound by the electronic record received by the other
reasonable steps, including steps that conform to the other person's
reasonable instructions, to return to the other person or, if instructed
by the other person, to destroy the consideration received, if any,
as a result of the erroneous electronic record.
not used or received any benefit or value from the consideration,
if any, received from the other person. (c) If paragraphs (a) and
(b) do not apply, the change or error has the effect provided by the
other provision of law, including the law of mistake, and the parties'
contract, if any.
(b) and (c) may not be varied by agreement.
NOTARIZATION AND ACKNOWLEDGMENT.--
a law requires a signature or record to be notarized, acknowledged,
verified, or made under oath, the requirement is satisfied if the electronic
signature of the person authorized by applicable law to perform those
acts, together with all other information required to be included by
other applicable law, is attached to or logically associated with the
signature or record. Neither a rubber stamp nor an impression type seal
is required for an electronic notarization.
(b) A first-time
applicant for a notary commission must submit proof that the applicant
has, within 1 year prior to the application, completed at least 3 hours
of interactive or classroom instruction, including electronic notarization,
and covering the duties of the notary public. Courses satisfying this
section may be offered by any public or private sector person or entity
registered with the Executive Office of the Governor and must include
a core curriculum approved by that office.
RETENTION OF ELECTRONIC RECORDS; ORIGINALS.--
a law requires that a record be retained, the requirement is satisfied
by retaining an electronic record of the information in the record which:
reflects the information set forth in the record after the record
was first generated in final form as an electronic record or otherwise.
accessible for later reference.
(b) A requirement
to retain a record in accordance with paragraph (a) does not apply to
any information the sole purpose of which is to enable the record to
be sent, communicated, or received.
(c) A person
may satisfy paragraph (a) by using the services of another person if
the requirements of paragraph (a) are satisfied.
a provision of law requires a record to be presented or retained in
its original form, or provides consequences if the record is not presented
or retained in its original form, that law is satisfied by an electronic
record retained in accordance with paragraph (a).
a provision of law requires retention of a check, that requirement is
satisfied by retention of an electronic record of the information on
the front and back of the check in accordance with paragraph (a).
(f) A record
retained as an electronic record in accordance with paragraph (a) satisfies
a provision of law requiring a person to retain a record for evidentiary,
audit, or similar purposes, unless a provision of law enacted after
July 1, 2000, specifically prohibits the use of an electronic record
for the specified purpose.
section does not preclude a governmental agency of this state from specifying
additional requirements for the retention of a record subject to the
ADMISSIBILITY IN EVIDENCE.--In
a proceeding, evidence of a record or signature may not be excluded solely
because the record or signature is in electronic form.
an automated transaction, the following rules apply:
contract may be formed by the interaction of electronic agents of the
parties, even if no individual was aware of or reviewed the electronic
agents' actions or the resulting terms and agreements.
(b) A contract
may be formed by the interaction of an electronic agent and an individual,
acting on the individual's own behalf or for another person, including
by an interaction in which the individual performs actions that the
individual is free to refuse to perform and which the individual knows
or has reason to know will cause the electronic agent to complete the
transaction or performance.
terms of the contract are determined by the substantive law applicable
to the contract.
TIME AND PLACE OF SENDING AND RECEIVING.--
otherwise agreed between the sender and the recipient, an electronic
record is sent when the record:
addressed properly or otherwise directed properly to an information
processing system that the recipient has designated or uses for the
purpose of receiving electronic records or information of the type
sent and from which the recipient is able to retrieve the electronic
in a form capable of being processed by that system.
an information processing system outside the control of the sender
or of a person that sent the electronic record on behalf of the sender
or enters a region of the information processing system designated
or used by the recipient which is under the control of the recipient.
otherwise agreed between a sender and the recipient, an electronic record
is received when the record enters an information processing system
that the recipient has designated or uses for the purpose of receiving
electronic records or information of the type sent and from which the
recipient is able to retrieve the electronic record; and is in a form
capable of being processed by that system.
(b) applies even if the place the information processing system is located
is different from the place the electronic record is deemed to be received
under paragraph (d).
otherwise expressly provided in the electronic record or agreed between
the sender and the recipient, an electronic record is deemed to be sent
from the sender's place of business and to be received at the recipient's
place of business. For purposes of this paragraph, the following rules
the sender or recipient has more than one place of business, the place
of business of that person is the place having the closest relationship
to the underlying transaction.
the sender or the recipient does not have a place of business, the
place of business is the sender's or recipient's residence, as the
case may be.
electronic record is received under paragraph (b) even if no individual
is aware of its receipt.
of an electronic acknowledgment from an information processing system
described in paragraph (b) establishes that a record was received but,
by itself, does not establish that the content sent corresponds to the
a person is aware that an electronic record purportedly sent under paragraph
(a), or purportedly received under paragraph (b), was not actually sent
or received, the legal effect of the sending or receipt is determined
by other applicable provisions of law. Except to the extent permitted
by the other provisions of law, the requirements of this paragraph may
not be varied by agreement.
automated transaction does not establish the acceptability of an electronic
record for recording purposes.
purposes of this paragraph, "transferable record" means an electronic
be a note under chapter 673, Florida Statutes, or a document under
chapter 677, Florida Statutes, if the electronic record were in writing.
issuer of the electronic record expressly has agreed is a transferable
(b) A person
has control of a transferable record if a system employed for evidencing
the transfer of interests in the transferable record reliably establishes
that person as the person to which the transferable record was issued
(c) A system
satisfies paragraph (b), and a person is deemed to have control of a
transferable record, if the transferable record is created, stored,
and assigned in such a manner that:
single authoritative copy of the transferable record exists which
is unique, identifiable, and, except as otherwise provided in subparagraphs
4., 5., and 6., unalterable.
authoritative copy identifies the person asserting control as the
person to which the transferable record was issued or, if the authoritative
copy indicates that the transferable record has been transferred,
the person to which the transferable record was most recently transferred.
authoritative copy is communicated to and maintained by the person
asserting control or its designated custodian.
or revisions that add or change an identified assignee of the authoritative
copy can be made only with the consent of the person asserting control.
copy of the authoritative copy and any copy of a copy is readily identifiable
as a copy that is not the authoritative copy.
revision of the authoritative copy is readily identifiable as authorized
as otherwise agreed, a person having control of a transferable record
is the holder, as defined in s. 671.201(20), of the transferable record
and has the same rights and defenses as a holder of an equivalent record
or writing under the Uniform Commercial Code, including, if the applicable
statutory requirements under s. 673.3021, s. 677.501, or s. 679.308
are satisfied, the rights and defenses of a holder in due course, a
holder to which a negotiable document of title has been duly negotiated,
or a purchaser, respectively. Delivery, possession, and indorsement
are not required to obtain or exercise any of the rights under this
as otherwise agreed, an obligor under a transferable record has the
same rights and defenses as an equivalent obligor under equivalent records
or writings under the Uniform Commercial Code.
requested by a person against which enforcement is sought, the person
seeking to enforce the transferable record shall provide reasonable
proof that the person is in control of the transferable record. Proof
may include access to the authoritative copy of the transferable record
and related business records sufficient to review the terms of the transferable
record and to establish the identity of the person having control of
the transferable record.
CREATION AND RETENTION OF ELECTRONIC RECORDS AND CONVERSION OF WRITTEN
RECORDS BY GOVERNMENTAL AGENCIES.--Each
governmental agency shall determine whether, and the extent to which,
such agency will create and retain electronic records and convert written
records to electronic records.
ACCEPTANCE AND DISTRIBUTION OF ELECTRONIC RECORDS BY GOVERNMENTAL AGENCIES.--
as otherwise provided in paragraph (12)(f), each governmental agency
shall determine whether, and the extent to which, such agency will send
and accept electronic records and electronic signatures to and from
other persons and otherwise create, generate, communicate, store, process,
use, and rely upon electronic records and electronic signatures.
the extent that a governmental agency uses electronic records and electronic
signatures under paragraph (a), the state technology office, in consultation
with the governmental agency, giving due consideration to security,
manner and format in which the electronic records must be created,
generated, sent, communicated, received, and stored and the systems
established for those purposes.
electronic records must be signed by electronic means, the type of
electronic signature required, the manner and format in which the
electronic signature must be affixed to the electronic record, and
the identity of, or criteria that must be met by, any third party
used by a person filing a document to facilitate the process.
processes and procedures as appropriate to ensure adequate preservation,
disposition, integrity, security, confidentiality, and auditability
of electronic records.
other required attributes for electronic records which are specified
for corresponding nonelectronic records or reasonably necessary under
as otherwise provided in paragraph (12)(f), this section does not require
a governmental agency of this state to use or permit the use of electronic
records or electronic signatures.
charges and fees otherwise established by law applicable to the filing
of nonelectronic records shall apply in kind to the filing of electronic
governmental agency which adopts standards pursuant to subsection (18)
may encourage and promote consistency and interoperability with similar
requirements adopted by other governmental agencies of this and other
states and the Federal Government and with governmental agencies of this
state. If appropriate, those standards may specify differing levels of
standards from which governmental agencies of this state may choose in
implementing the most appropriate standard for a particular application.
any provision of this section or its application to any person or circumstance
is held invalid, the invalidity does not affect other provisions or applications
of this section which can be given effect without the invalid provision
or application, and to this end the provisions of this act are severable.