Scanned contract

August 13, 2009 8:25 PM

Is a contract valid if I only have a scanned version of it?

If the state matters I guess I would be interested in the states of California and Nevada. I have the signed contract but not the original, the scan was emailed to me.

posted by yoyo_nyc to law & government (14 comments total)

This is too vague. What is the contract for? Did you sign something? Was there an oral agreement? If you don't provide more information, it's impossible to know.
posted by allen.spaulding at 8:32 PM on August 13

Yes. If it comes to court, you could request the original during discovery, or have a witness confirm that the contract is valid.
posted by Pants! at 8:32 PM on August 13

You don't even need paper to have a contract. The paper is just there as a written record of the agreement. A scan of a contract is a copy of the contract. The contract is valid because you have a record of it existing somewhere at sometime. You'll only get into trouble if someone has the physical contract and it says something different than the scan.
posted by Cool Papa Bell at 8:32 PM on August 13

IANAL, but in my experience, it is valid. I have submitted signed contracts for freelance jobs via fax, which are the only copies the recipients have, and those are definitely valid.
posted by cmgonzalez at 8:36 PM on August 13

It is about an equity stake in a company. This has no value now but might in the future. The other Party signed it. The place with my signature is empty. Should I print it, sign it and send a copy back?
posted by yoyo_nyc at 8:41 PM on August 13

Faxed and scanned documents can be, and are, submitted in California courts. Like the other poster said, a contract does not even have to be in print to be valid. So I'd say you're good to go. But, this is the world of lawyers. nothing is for sure. A lawyer can challenge for anything and if his client has enough time and money, they can mess with you for not having your shoes laced right.
posted by charlesminus at 8:44 PM on August 13

I think that if you haven't signed it there is not yet any contract. But IANAL.
posted by Chocolate Pickle at 8:47 PM on August 13

I don't worry so much about my signature but about the signature of the other party.
posted by yoyo_nyc at 8:52 PM on August 13

Practically speaking, a scanned copy of the other party's signature is enough to validate the contract. Copies of contracts are routinely used in litigation without objection--unless there is reason to believe that the copy is not accurate. Most states still have a form of the "best evidence" rule on the books, but it is unlikely that a Judge would strike such evidence unless there is a legitimate argument that the scan is forged or has been tampered with.

Depending on the State, the type of company, and the type of contract, it is possible that it needs to be filed and/or registered. I'm not your lawyer, so check with one in your state to be sure.
posted by ajr at 9:05 PM on August 13

Oh yeah, and what Chocolate Pickle said is probably accurate. Anybody giving you a reliable answer will need to see the contract and understand all of the circumstances surrounding its execution (or lack thereof).
posted by ajr at 9:34 PM on August 13

I am a lawyer. There are not enough details in your post to give a definitive answer but -

1) No writing is needed for a contract to be enforceable unless:
a) It can't be performed in one year;
b) It concerns rights in real property; or
c) (and this is not true of all states) the value of the contract is over $500

2) A contract is nothing more than a pair of promises. If I promise to pay you $20 if you clean my car and you say "yes" we have an enforceable contract

3) What you are really worried about, in my reading of your question, is enforcing the contract if the other person breaches it. Your scanned copy of the contract is likely more than sufficient to prove the terms to which both sides agreed. UNLESS the other side claims their signature is a forgery. That possibility is what gave rise to notarized signatures. If you had to prove to the notary that you are "John X Doe" then we have some assurances that someone else didn't forge your name on the document.

4) There are many many specific subject matters of contract which various states have regulated. Thus, contracts to sell securities are regulated and beyond the scope of this answer; contracts where the parties are residents of different states are often regulated; contracts by which you offer goods or services to residents of a state often require that you register with the state's business authority (usually the Secretary of State).

I think you can get from my answer and the ones preceding it that your question doesn't give us enough data to specifically answer you and this is an area where a lawyer's opinion may be quite useful for you and you should consider hiring a lawyer in your state to advise you and you certainly should not act based on any of our answers because we simply don't know enough about your question.

ok?
posted by BrooksCooper at 10:05 PM on August 13 [3 favorites]

Contracts are "offered" by one party and "accepted" by the other. This is why both parties sign a contract - to demonstrate that there has been both an offer and an acceptance. You don't want the other party to claim that there was no contract because s/he made the offer but you failed to accept it, so you ought to sign it and send him a copy.
posted by Joe in Australia at 10:50 PM on August 13

I know as much about contracts as the next kid who took business law in high school. But knowing that has quantitatively yielded me a LOT of results (and money)...and it seems like most people do not know this stuff.

A contract is valid even if its ONLY oral. You might have a hard time proving it in court, though...thats why most contracts are done on paper and multiple copies are made.

In your general situation, hell yeah its valid.

The only thing that could invalidate your "contract" is anything else that invalidates contracts...but you having a contract only in a electronic format still makes it valid and enforceable.

Hope that helps.
posted by hal_c_on at 12:28 AM on August 14 [1 favorite]

Yes, technically a contract is an agreement and only an agreement; it's a contract if you say, "yeah, I'll pick up the milk from the store after work," though (a) enforcing all of those contracts would of course be a nightmare and (b) it's obviously not on the same level as your example.

The strength of written contracts is not a legal guarantee - they offer no official validation of a contract - but a safeguard and a clarification of what is meant. So much of this stuff rests on what can be plausibly argued in court that having it on paper is simply more convenient. If you could argue convincingly in court that Bill Gates promised to pay ten million dollars for your prized marble, you'd be entitled to it; but that would be very difficult to argue in such a way that anybody would be convinced. Hence the preparation of documentary evidence like contracts.

Pants! is correct, as well; this evidence that such a document exists would be helpful in itself; at trial the party holding the original would either have to produce the original or try to argue that it never actually existed, and that you are faking it.
posted by koeselitz at 1:52 AM on August 14