Electronic Contracting and Electronic Signatures: Applications under the Uniform Electronic Transactions Act (UETA), the Federal Electronic Signatures Act (E-SIGN), and the Uniform Commercial Code (UCC)

Steven O. Weise | Proskauer Rose LLP

Steve Weise is a partner in the corporate department of Proskauer Rose LLP, practicing in its Los Angeles office. He practices a wide range of commercial law. He spends much of his time on matters arising under the Uniform Commercial Code, especially under Article 9 – Secured Transactions and is a nationally-recognized expert in these matters. Steve is also authoritative on third-party opinion letters and contract law matters, especially online contracting, plain English drafting, contract drafting, and boilerplate.

Steve is a member of the Permanent Editorial Board for the Uniform Commercial Code and the Council of the American Law Institute. For thirty years, Steve has been on many Uniform Commercial Code drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. He was instrumental as an Adviser in the preparation of the recently completed American Law Institute Restatement of the Law, Consumer Contracts and is active in many other Restatement projects.

Steve is the former chair of the American Bar Association’s Section of Business Law and its Legal Opinions Committee. He has long been a member of the board of the Working Group on Legal Opinions. Steve is a Lecturer in Law at the UCLA Law School, where he teaches Uniform Commercial Code – Secured Transactions. Steve has written over a hundred articles and presented over 500 continuing education programs on these subjects.

Edwin E. Smith | Morgan, Lewis & Bockius LLP

Edwin E. Smith is a partner in the New York City and Boston offices of Morgan, Lewis & Bockius LLP. He concentrates his practice in general commercial and insolvency law. He has been a member of the teaching faculty at the Morin Center for Banking Law Studies at Boston University Law School, where he has taught secured transactions and transnational lending and trade finance.

He has also served as a lecturer on secured transactions at Northeastern University Law School of Law, Harvard Law School and Suffolk Law School. As a Uniform Law Commissioner for the Commonwealth of Massachusetts, he has served as a member of the drafting committees for the 1995 revisions of Article 5 (letters of credit) and the 1999 revisions of Article 9 (secured transactions) of the Uniform Commercial Code and as the chair of the drafting committees that formulated the 2002 amendments to Articles 3 (negotiable instruments) and 4 (bank deposits and collections) of the Uniform Commercial Code, the 2010 amendments to Article 9 (secured transactions) of the Uniform Commercial Code, the 2014 amendments to the Uniform Voidable Transactions Act (formerly the Uniform Fraudulent Transfer Act) and the 2018 Amendments to Articles 1, 3, 8 and 9 of the Uniform Commercial Code to address electronic mortgage notes secured by residential real property and registered in a federal registry.

He has also served on the drafting committees for the Uniform Certificate of Title Act (2005), the Uniform Assignment of Rents Act (2005), the Uniform Manufactured Housing Act (2012), the Uniform Limited Liability Company Protected Series Act (2017), the Uniform Regulation of Virtual- Currency Businesses Act (2017), the Uniform Supplemental Commercial Law for the Uniform Regulation of Virtual-Currency Businesses Act (2018), and the Uniform Special Deposits Act (2023). He is currently serving as a member of the Permanent Editorial Board for the Uniform Commercial Code and recently served as chair of an American Law Institute/Uniform Law Commission that drafted the 2022 amendments to the Uniform Commercial Code to account for emerging technologies.

Mr. Smith is a past Chair of the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association and a past member of the Council for the Business Law Section. He is currently serving as co-chair of the committee to draft a uniform state law on assignments for the benefit of creditors. He also served as a U.S. delegate on the United Nations Convention on the Assignment of Receivables in International Trade and as a U.S. delegate to the United Nations Commission on International Trade Law (UNCITRAL) working group on creating a secured transactions guide for legislation in United Nations member countries. He is a member of the American Law Institute, the National Bankruptcy Conference (for which he serves on the executive committee), the American College of Bankruptcy (for which he served as a member on the board of directors and as chair of the Policy Committee) and the International Insolvency Institute and is a past President of the American College of Commercial Finance Lawyers. He is a graduate of Yale University and Harvard Law School.

Jim Butler | Thompson Hine LLP

Jim is senior counsel in the firm’s Business Litigation practice area. He focuses on disputes involving the Uniform Commercial Code, employer intentional tort, employment disputes, product liability, intellectual property and general commercial litigation.

Jim rejoined the firm in 2021 after serving as Speaker Pro Tempore of the Ohio House of Representatives. Prior to his service as Speaker Pro Tempore, he served as chairman of the House Judiciary Committee and Civil Justice Committee. During his nearly 10 years serving as an Ohio state representative, Jim also served as vice chairman of the Rules Committee and as a member of the House  Criminal Justice Committee, Health Committee, Education Committee and Finance Committee.

An Ohio native, Jim grew up in Washington Court House. Upon graduation from high school, he was accepted into the United States Naval Academy. He graduated in the top 10% of his class, earning him a spot in flight school. While waiting to begin training as a naval aviator, he obtained a master’s degree in history from the University of Maryland. After completing flight school and receiving his wings, Jim was accorded the privilege of flying the F-14 Tomcat fighter.

Jim returned to Ohio after leaving the military. Following his graduation from the University of Cincinnati College of Law, he began his work at Thompson Hine. Jim’s desire to serve is also reflected in his volunteer work within the Dayton community. He is a member of Oakwood Rotary and a volunteer for the Greater Dayton Volunteer Lawyer Project, a complementary agency to Legal Aid of Western Ohio. He is the former president of the Dayton Ballet Associate Board, which works to support the Dayton Ballet.

Session I – Using UETA, E-SIGN, and the UCC for e-signatures | 2:00pm – 3:40pm

• Synopsis UETA and UCC
  • Role of electronic signatures in general
  • Uniform Electronic Transactions Act (UETA) relation to Electronic Signatures in Global and National Commerce Act (E-SIGN)
  • UETA relation to UCC
• UETA and E-SIGN
  • UETA and E-SIGN exclusions
    • UCC, except Articles 2 and 2A
  • Different than online formation of contract or online adoption of standard terms
    • Online adoption works with electronic signatures
  • UETA adoptions
    •  NY ESRA
  • Effect of an electronic signature under UETA and E-SIGN
  • Where a writing is required an electronic signature will suffice
  • Mechanics under UETA and E-SIGN
    • Agreement to engage in electronic transaction
    • Intent to “sign”
  • Transferable records

Break | 3:00pm – 3:10pm

• UCC
  • “Authenticate” and “sign”
  • Where a written signature is still needed
    • Negotiable instruments
  • Mechanics under UCC
    • Intent to authenticate or adopt a record
  • Controllable payment intangibles
    • Compare to transferable records

Session II – Advanced Topics in Electronic Contracting | 3:40pm – 4:50pm

• Commercial parties to contracts under UETA and E-SIGN
• Entities and entity action
  • Model and uniform acts
    • Model Business Corporations Law
    • LLC, RULPA, RUPA
• Consumer transactions
  • When a “written” disclosure is needed
  • When the consumer needs to be able to retain a copy

Break | 4:10pm – 4:20pm

• Proving an “electronic signature” in court
• Security measures and risk management