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I've decided to ask this question here, as there is no better StackExchange site to ask and it's also not that much off-topic for OnStartups.

I'm from Europe and I signed (by email) IT service contract+NDA with a California-based corporation (Inc.). The contract can be terminated by "written notice". That term is not defined in the contract, so I suppose that California and/or federal law applies.

I scanned the statutes listed here, California Civil Code, rougly took a look at monstrous California UCC and although I think that written notice by email should be perfectly ok, I'm lost at the whole matter, especially that I'm used to continental law, not codified common law.

The federal "Electronic Signatures in Global and National Commerce Act" legislation says it's OK unless (...) UCC is involved, UCC seems to not cover my case, and California Civil code says that written contract should be changed in writing, but also that using electroning means is ok if both parties agrees on that

So:

  • are written notices by email enforceable?
  • if they are not not - what's the best way to send such notice from EU to USA? I know about certified mail, but I haven't found any option to send it to from outside the US. Would it be enough if I used the "normal" international registered mail and they just confirmed me by email that they received the notice?
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4 Answers

up vote 1 down vote accepted

I don't think there is a definitive answer as to whether an email constitutes a writing. I think that the answer is more practical than legal though.

For the most part, I would say notice by email is notice in writing unless the contract specifies how notice is to be provided. In my job, I often provide written notice via email. If the contract does not define "writing" and you send notice via email, I think it would be a very rare situation for a court to find that notice inadequate.

In some situations, however, when the notice is more important, I will draft a letter, sign it, and send a scanned pdf. If it is even more important, I will send a scanned pdf, and send a paper copy by FedEx (or UPS or DHL). It only costs $20 or so to FedEx a letter so might as well if it is important enough.

In your situation, if you have a good relationship with the other party, you could send notice via email and offer to send paper notice if they want it. They will almost surely say that email is good enough, and that seems like pretty firm ground to me. If you have a bad relationship, then send a paper copy in addition to the email.

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I also felt that it was more a practical issue than legal, thanks for sharing your experiences. I would go with email alone, but my whole point is that one day the company might be purchased by some unfriendly 3rd party and I don't want to risk that someone says my notice was invalid, and then is able to enforce it. Not a likely scenario, but if I can do it right, then why not. – Tomasz Zielinski Jun 7 '11 at 20:54
up vote 2 down vote

You can send certified mail from anywhere in the world, it's all standardized. You will receive an acknowledgement from your post office (ask for the option when you send the mail). This is the most bullet-proof option.

In practice, as long as you can show that you gave notice, and the other side received it, any judge will agree that it's good enough. So if you want to save on stamps, email and fax them your notice and ask them to confirm by email that they received it. Unless you are in a highly conflictual situation, they should oblige. Then you're good.

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I really like fax for this. My fax machine is set up to print a "confirmation page" after transmission showing a snapshot of the first page of the fax, and the phone number the fax went to. I've never had to use this, but I would imagine if I got to court on something and the other party said, "We didn't get your notice", the original fax and the confirmation page would be very persuasive that they did get it. – Bob Murphy Jun 7 '11 at 16:27
I know how to send certified mail in my country, but there are no forms in English and I doubt that the postman in Los Angeles will know Polish :-) Even if (s)he will, is such return receipt considered valid in the USA, in other words is it legally equal to the true US Post receipt for certified mail? Because my whole point is to be safe in case when in future some 3rd party buys the company and says that I'm still contracted. – Tomasz Zielinski Jun 7 '11 at 20:50
up vote 1 down vote

If you want to be safe send it registered mail since you are out of the US

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up vote 0 down vote

My problems with e-mail notice are (a) one cannot be sure whether it suffices legally under many circumstances and (b) perhaps more important, one cannot count on receiving a confirmation that the addressee received the notice.

I vote for an international courier, such as FedEx or DHL, that provides confirmation of delivery that you can verify online.

Disclaimer: This information does not constitute legal advice and does not establish an attorney-client relationship.

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