Office of the Revisor of Statutes
Minnesota Session Laws - 2000, Regular Session
Key: (1) language to be deleted (2) new language
CHAPTER 371-H.F.No. 3109
An act relating to commerce; enacting the Uniform
Electronic Transactions Act adopted by the National
Conference of Commissioners on Uniform State Laws;
proposing coding for new law as Minnesota Statutes,
chapter 325L.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1. [325L.01] [SHORT TITLE.]
This chapter may be cited as the "Uniform Electronic
Transactions Act."
Sec. 2. [325L.02] [DEFINITIONS.]
In this chapter:
(a) "Agreement" 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 laws otherwise applicable to a particular
transaction.
(b) "Automated 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.
(c) "Computer 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.
(d) "Contract" means the total legal obligation resulting
from the parties' agreement as affected by this chapter and
other applicable law.
(e) "Electronic" means relating to technology having
electrical, digital, magnetic, wireless, optical,
electromagnetic, or similar capabilities.
(f) "Electronic 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.
(g) "Electronic record" means a record created, generated,
sent, communicated, received, or stored by electronic means.
(h) "Electronic 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.
(i) "Governmental agency" means an executive, legislative,
or judicial agency, department, board, commission, authority,
institution, or instrumentality of the federal government or of
a state or of a county, municipality, or other political
subdivision of a state.
(j) "Information" means data, text, images, sounds, codes,
computer programs, software, databases, or the like.
(k) "Information processing system" means an electronic
system for creating, generating, sending, receiving, storing,
displaying, or processing information.
(l) "Person" 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.
(m) "Record" 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.
(n) "Security 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.
(o) "State" 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.
(p) "Transaction" means an action or set of actions
occurring between two or more persons relating to the conduct of
business, commercial, or governmental affairs.
Sec. 3. [325L.03] [SCOPE.]
(a) Except as otherwise provided in paragraphs (b) and (e),
this chapter applies to electronic records and electronic
signatures relating to a transaction.
(b) This chapter does not apply to a transaction to the
extent it is governed by:
(1) The Uniform Commercial Code other than sections
336.1-107 and 336.1-206, Article 2, and Article 2A; and
(2) section 145C.03, subdivision 1, relating to
requirements for creation of a health care directive; section
507.24, relating to requirements for recording any conveyance,
power of attorney, or other instrument affecting real estate;
section 523.23, subdivision 3, relating to requirements for
creation of a statutory short form power of attorney; and
section 253B.03, subdivision 6b, relating to requirements for
creation of a declaration of preferences or instructions
regarding intrusive mental health treatment.
(c) This chapter applies to an electronic record or
electronic signature otherwise excluded from the application of
this chapter under paragraph (b) to the extent it is governed by
a law other than those specified in paragraph (b).
(d) A transaction subject to this chapter is also subject
to other applicable substantive law.
(e) This chapter does not apply to the creation and
execution of wills, codicils, or trusts other than trusts
relating to the conduct of business, commercial, or governmental
purposes.
Sec. 4. [325L.04] [PROSPECTIVE APPLICATION.]
This chapter applies to any electronic record or electronic
signature created, generated, sent, communicated, received, or
stored on or after the effective date of this chapter.
Sec. 5. [325L.05] [USE OF ELECTRONIC RECORDS AND
ELECTRONIC SIGNATURES; VARIATION BY AGREEMENT.]
(a) This chapter 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.
(b) This chapter applies only to transactions between
parties, each of which has agreed to conduct transactions by
electronic means. Whether the parties agree to conduct
transactions by electronic means is determined from the context
and surrounding circumstances, including the parties' conduct.
(c) If a party agrees to conduct a transaction by
electronic means, this chapter does not prohibit the party from
refusing to conduct other transactions by electronic means.
This paragraph may not be varied by agreement.
(d) Except as otherwise provided in this chapter, the
effect of any of its provisions may be varied by agreement. The
presence in certain provisions of this chapter 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.
(e) Whether an electronic record or electronic signature
has legal consequences is determined by this chapter and other
applicable law.
Sec. 6. [325L.06] [CONSTRUCTION AND APPLICATION.]
This chapter must be construed and applied to:
(1) facilitate electronic transactions consistent with
other applicable law;
(2) be consistent with reasonable practices concerning
electronic transactions and with the continued expansion of
those practices; and
(3) effectuate its general purpose to make uniform the law
with respect to the subject of this chapter among states
enacting it.
Sec. 7. [325L.07] [LEGAL RECOGNITION OF ELECTRONIC
RECORDS, ELECTRONIC SIGNATURES, AND ELECTRONIC CONTRACTS.]
(a) A record or signature may not be denied legal effect or
enforceability solely because it is in electronic form.
(b) A contract may not be denied legal effect or
enforceability solely because an electronic record was used in
its formation.
(c) If a law requires a record to be in writing, an
electronic record satisfies the law.
(d) If a law requires a signature, an electronic signature
satisfies the law.
Sec. 8. [325L.08] [PROVISION OF INFORMATION IN WRITING;
PRESENTATION OF RECORDS.]
(a) If parties have agreed to conduct transactions by
electronic means and a 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 its information processing system
inhibits the ability of the recipient to print or store the
electronic record.
(b) If a law other than this chapter requires a record (i)
to be posted or displayed in a certain manner, (ii) to be sent,
communicated, or transmitted by a specified method, or (iii) to
contain information that is formatted in a certain manner, the
following rules apply:
(1) the record must be posted or displayed in the manner
specified in the other law;
(2) except as otherwise provided in paragraph (d), clause
(2), the record must be sent, communicated, or transmitted by
the method specified in the other law;
(3) the record must contain the information formatted in
the manner specified in the other law.
(c) If a sender inhibits the ability of a recipient to
store or print an electronic record, the electronic record is
not enforceable against the recipient.
(d) The requirements of this section may not be varied by
agreement, but:
(1) to the extent a law other than this chapter 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; and
(2) a requirement under a law other than this chapter to
send, communicate, or transmit a record by first-class mail,
postage prepaid or regular United States mail may be varied by
agreement to the extent permitted by the other law.
Sec. 9. [325L.09] [ATTRIBUTION AND EFFECT OF ELECTRONIC
RECORD AND ELECTRONIC SIGNATURE.]
(a) An electronic record or electronic signature is
attributable to a person if it 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.
(b) The 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 as otherwise provided by law.
Sec. 10. [325L.10] [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:
(1) if 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;
(2) in 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:
(i) promptly 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 person;
(ii) takes 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; and
(iii) has not used or received any benefit or value from
the consideration, if any, received from the other person;
(3) if neither clause (1) nor clause (2) applies, the
change or error has the effect provided by other law, including
the law of mistake, and the parties' contract, if any;
(4) clauses (2) and (3) may not be varied by agreement.
Sec. 11. [325L.11] [NOTARIZATION AND ACKNOWLEDGMENT.]
If 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
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.
Sec. 12. [325L.12] [RETENTION OF ELECTRONIC RECORDS;
ORIGINALS.]
(a) If a law requires that a record be retained, the
requirement is satisfied by retaining an electronic record of
the information in the record which:
(1) accurately reflects the information set forth in the
record after it was first generated in its final form as an
electronic record or otherwise; and
(2) remains accessible for later reference.
(b) A requirement to retain a record in accordance with
paragraph (a) does not apply to any information whose sole
purpose 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 that paragraph
are satisfied.
(d) If a 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).
(e) If a 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 law requiring a person to retain
a record for evidentiary, audit, or like purposes, unless a law
enacted after the effective date of this act specifically
prohibits the use of an electronic record for the specified
purpose.
(g) This section does not preclude a governmental agency of
this state from specifying additional requirements for the
retention of a record subject to the agency's jurisdiction.
Records of a government agency are subject to sections 15.17 and
138.17.
Sec. 13. [325L.13] [ADMISSIBILITY IN EVIDENCE.]
In a proceeding, evidence of a record or signature may not
be excluded solely because it is in electronic form.
Sec. 14. [325L.14] [AUTOMATED TRANSACTIONS.]
In an automated transaction, the following rules apply:
(1) a 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;
(2) 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;
(3) the terms of the contract are determined by the
substantive law applicable to it.
Sec. 15. [325L.15] [TIME AND PLACE OF SENDING AND
RECEIPT.]
(a) Unless otherwise agreed between the sender and the
recipient, an electronic record is sent when it:
(1) is 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 record;
(2) is in a form capable of being processed by that system;
and
(3) enters 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.
(b) Unless otherwise agreed between a sender and the
recipient, an electronic record is received when:
(1) it 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
(2) it is in a form capable of being processed by that
system.
(c) Paragraph (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).
(d) Unless 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
apply:
(1) if 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;
(2) if 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.
(e) An electronic record is received under paragraph (b)
even if no individual is aware of its receipt.
(f) 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 content
received.
(g) If 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 law. Except to the extent permitted by the other
law, this paragraph may not be varied by agreement.
Sec. 16. [325L.16] [TRANSFERABLE RECORD.]
(a) In this section, "transferable record" means an
electronic record that:
(1) would be a note under Article 3 of the Uniform
Commercial Code or a document under Article 7 of the Uniform
Commercial Code if the electronic record were in writing; and
(2) the issuer of the electronic record expressly has
agreed is a transferable record.
(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 or
transferred.
(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:
(1) a single authoritative copy of the transferable record
exists which is unique, identifiable, and, except as otherwise
provided in clauses (4), (5), and (6), unalterable;
(2) the authoritative copy identifies the person asserting
control as:
(i) the person to which the transferable record was issued;
or
(ii) if the authoritative copy indicates that the
transferable record has been transferred, the person to which
the transferable record was most recently transferred;
(3) the authoritative copy is communicated to and
maintained by the person asserting control or its designated
custodian;
(4) copies 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;
(5) each copy of the authoritative copy and any copy of a
copy is readily identifiable as a copy that is not the
authoritative copy; and
(6) any revision of the authoritative copy is readily
identifiable as authorized or unauthorized.
(d) Except as otherwise agreed, a person having control of
a transferable record is the holder, as defined in section
336.1-201(20) of the Uniform Commercial Code, 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 section 336.3-302(a), 336.7-501, or 336.9-308
of the Uniform Commercial Code 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 endorsement
are not required to obtain or exercise any of the rights under
this paragraph.
(e) Except 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.
(f) If 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.
Sec. 17. [325L.17] [CREATION AND RETENTION OF ELECTRONIC
RECORDS AND CONVERSION OF WRITTEN RECORDS BY GOVERNMENTAL
AGENCIES.]
Each governmental agency of this state shall determine
whether, and the extent to which, it will create and retain
electronic records and convert written records to electronic
records. Records of a government agency are subject to sections
15.17 and 138.17.
Sec. 18. [325L.18] [ACCEPTANCE AND DISTRIBUTION OF
ELECTRONIC RECORDS BY GOVERNMENTAL AGENCIES.]
(a) Except as otherwise provided in section 325L.12,
paragraphs (f) and (g), each governmental agency of this state
shall determine whether, and the extent to which, it 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.
(b) To the extent that a governmental agency uses
electronic records and electronic signatures under paragraph
(a), the governmental agency giving due consideration to
security, may specify:
(1) the manner and format in which the electronic records
must be created, generated, sent, communicated, received, and
stored and the systems established for those purposes;
(2) if 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;
(3) control processes and procedures as appropriate to
ensure adequate preservation, disposition, integrity, security,
confidentiality, and auditability of electronic records; and
(4) any other required attributes for electronic records
which are specified for corresponding nonelectronic records or
reasonably necessary under the circumstances.
(c) Except as otherwise provided in section 325L.12,
paragraph (f), this chapter does not require a governmental
agency of this state to use or permit the use of electronic
records or electronic signatures.
Sec. 19. [325L.19] [INTEROPERABILITY.]
The governmental agency of this state which adopts
standards pursuant to section 325L.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 nongovernmental persons
interacting 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.
Presented to the governor April 10, 2000
Signed by the governor April 13, 2000, 4:52 p.m.
Official Publication of the State of Minnesota
Revisor of Statutes