SF0116 - Uniform Electronic Transactions Act.

2001

State of Wyoming

01LSO-0182

SENATE FILE NO. SF0116

Uniform Electronic Transactions Act.

Sponsored by: Senator(s) Hanes and Representative(s) Burns

A BILL

for

1 AN ACT relating to the Uniform Electronic Transactions Act;
2 specifying applicable transactions; creating a prospective
3 application; facilitating electronic transactions;
4 specifying recognition of transactions; specifying the
5 effect of an error in an electronic transaction;
6 authorizing notarization of electronic signatures; creating
7 rules for an automated transaction; specifying when an
8 electronic record is sent; defining a transferable record;
9 specifying when governmental agencies must utilize
10 electronic records; and providing for an effective date.

12 Be It Enacted by the Legislature of the State of Wyoming:

14 Section 1. W.S. 40-21-101 through 40-21-119 are
15 created to read:

17 CHAPTER 21

Page 1

1 UNIFORM ELECTRONIC TRANSACTIONS ACT

3 40-21-101. Short title.

5 This act may be cited as the "Uniform Electronic
6 Transactions Act."

8 40-21-102. Definitions.

10 (a) In this article unless the context otherwise
11 requires:

13 (i) "Agreement" means the bargain of the parties
14 in fact, as found in their language or inferred from other
15 circumstances and from rules, regulations and procedures
16 given the effect of agreements under laws otherwise
17 applicable to a particular transaction;

19 (ii) "Automated transaction" means a transaction
20 conducted or performed, in whole or in part, by electronic
21 means or electronic records, in which the acts or records
22 of one (1) or both parties are not reviewed by an
23 individual in the ordinary course in forming a contract,

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1 performing under an existing contract or fulfilling an
2 obligation required by the transaction;

4 (iii) "Computer program" means a set of
5 statements or instructions to be used directly or
6 indirectly in an information processing system in order to
7 bring about a certain result;

9 (iv) "Contract" means the total legal obligation
10 resulting from the parties' agreement as affected by this
11 act and other applicable law;

13 (v) "Electronic" means relating to technology
14 having electrical, digital, magnetic, wireless, optical,
15 electromagnetic or similar capabilities;

17 (vi) "Electronic agent" means a computer program
18 or an electronic or other automated means used
19 independently to initiate an action or respond to
20 electronic records or performances in whole or in part,
21 without review or action by an individual;

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1 (vii) "Electronic record" means a record
2 created, generated, sent, communicated, received or stored
3 by electronic means;

5 (viii) "Electronic signature" means an
6 electronic sound, symbol or process attached to or
7 logically associated with a record and executed or adopted
8 by a person with the intent to sign the record;

10 (ix) "Governmental agency" means an executive,
11 legislative or judicial agency, department, board,
12 commission, authority, institution or instrumentality of
13 the federal government or of a state or of a county,
14 municipality or other political subdivision of a state;

16 (x) "Information" means data, text, images,
17 sounds, codes, computer programs, software, databases or
18 the like;

20 (xi) "Information processing system" means an
21 electronic system for creating, generating, sending,
22 receiving, storing, displaying or processing information;

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1 (xii) "Person" means an individual, corporation,
2 business trust, estate, trust, partnership, limited
3 liability company, association, joint venture, governmental
4 agency, public corporation or any other legal or commercial
5 entity;

7 (xiii) "Record" means information that is
8 inscribed on a tangible medium or that is stored in an
9 electronic or other medium and is retrievable in
10 perceivable form;

12 (xiv) "Security procedure" means a procedure
13 employed for the purpose of verifying that an electronic
14 signature, record or performance is that of a specific
15 person or for detecting changes or errors in the
16 information in an electronic record. The term includes a
17 procedure that requires the use of algorithms or other
18 codes, identifying words or numbers, encryption, or
19 callback or other acknowledgment procedures;

21 (xv) "State" means a state of the United States,
22 the District of Columbia, Puerto Rico, the United States
23 Virgin Islands or any territory or insular possession
24 subject to the jurisdiction of the United States. The term

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1 includes an Indian tribe or band, or Alaskan native
2 village, which is recognized by federal law or formally
3 acknowledged by a state;

5 (xvi) "Transaction" means an action or set of
6 actions occurring between two (2) or more persons relating
7 to the conduct of business, commercial or governmental
8 affairs;

10 (xvii) "This act" means W.S. 40-21-101 through
11 40-21-119.

13 40-21-103. Scope.

15 (a) Except as otherwise provided in subsection (b) of
16 this section, this act applies to electronic records and
17 electronic signatures relating to a transaction.

19 (b) This act does not apply to a transaction to the
20 extent it is governed by:

22 (i) A law governing the creation and execution
23 of wills, codicils or testamentary trusts;

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1 (ii) The Uniform Commercial Code other than W.S.
2 34.1-1-107 and 34.1-1-206, article 2 and article 2A; and

4 (iii) The Uniform Computer Information
5 Transactions Act.

7 (c) This act applies to an electronic record or
8 electronic signature otherwise excluded from the
9 application of this act under subsection (b) of this
10 section to the extent it is governed by a law other than
11 those specified in subsection (b) of this section.

13 (d) A transaction subject to this act is also subject
14 to other applicable substantive law.

16 40-21-104. Application.

18 This act applies to any electronic record or electronic
19 signature created, generated, sent, communicated, received
20 or stored on or after July 1, 2001.

22 40-21-105. Use of electronic records and electronic
23 signatures, variation by agreement.

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1 (a) This act does not require a record or signature
2 to be created, generated, sent, communicated, received,
3 stored or otherwise processed or used by electronic means
4 or in electronic form.

6 (b) This act applies only to transactions between
7 parties each of which has agreed to conduct transactions by
8 electronic means. Whether the parties agree to conduct a
9 transaction by electronic means is determined from the
10 context and surrounding circumstances, including the
11 parties' conduct.

13 (c) A party that agrees to conduct a transaction by
14 electronic means may refuse to conduct other transactions
15 by electronic means. The right granted by this subsection
16 may not be waived by agreement.

18 (d) Except as otherwise provided in this act, the
19 effect of any of its provisions may be varied by agreement.
20 The presence in certain provisions of this act of the words
21 "unless otherwise agreed", or words of similar import, does
22 not imply that the effect of other provisions may not be
23 varied by agreement.

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1 (e) Whether an electronic record or electronic
2 signature has legal consequences is determined by this act
3 and other applicable law.

5 40-21-106. Construction and application.

7 (a) This act must be construed and applied:

9 (i) To facilitate electronic transactions
10 consistent with other applicable law;

12 (ii) To be consistent with reasonable practices
13 concerning electronic transactions and with the continued
14 expansion of those practices; and

16 (iii) To effectuate its general purpose to make
17 uniform the law with respect to the subject of this act
18 among states enacting it.

20 40-21-107. Legal recognition of electronic records,
21 electronic signatures and electronic contracts.

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1 (a) A record or signature may not be denied legal
2 effect or enforceability solely because it is in electronic
3 form.

5 (b) A contract may not be denied legal effect or
6 enforceability solely because an electronic record was used
7 in its formation.

9 (c) If a law requires a record to be in writing, an
10 electronic record satisfies the law.

12 (d) If a law requires a signature, an electronic
13 signature satisfies the law.

15 40-21-108. Provisions of information in writing;
16 presentation of records.

18 (a) If parties have agreed to conduct a transaction
19 by electronic means and a law requires a person to provide,
20 send, or deliver information in writing to another person,
21 the requirement is satisfied if the information is
22 provided, sent or delivered, as the case may be, in an
23 electronic record capable of retention by the recipient at
24 the time of receipt. An electronic record is not capable of

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1 retention by the recipient if the sender or its information
2 processing system inhibits the ability of the recipient to
3 print or store the electronic record.

5 (b) If a law other than this act requires a record to
6 be posted or displayed in a certain manner, to be sent,
7 communicated or transmitted by a specified method or to
8 contain information that is formatted in a certain manner,
9 the following rules apply:

11 (i) The record must be posted or displayed in
12 the manner specified in the other law;

14 (ii) Except as otherwise provided in paragraph
15 (d)(ii) of this section, the record must be sent,
16 communicated or transmitted by the method specified in the
17 other law;

19 (iii) The record must contain the information
20 formatted in the manner specified in the other law.

22 (c) If a sender inhibits the ability of a recipient
23 to store or print an electronic record, the electronic
24 record is not enforceable against the recipient.

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2 (d) The requirements of this section may not be
3 varied by agreement, but:

5 (i) To the extent a law other than this act
6 requires information to be provided, sent or delivered in
7 writing but permits that requirement to be varied by
8 agreement, the requirement under subsection (a) of this
9 section that the information be in the form of an
10 electronic record capable of retention may also be varied
11 by agreement; and

13 (ii) A requirement under a law other than this
14 act to send, communicate or transmit a record by first-
15 class mail, postage prepaid or regular United States mail,
16 may be varied by agreement to the extent permitted by the
17 other law.

19 40-21-109. Attribution and effect of electronic
20 record and electronic signature.

22 (a) An electronic record or electronic signature is
23 attributable to a person if it was the act of the person.
24 The act of the person may be shown in any manner, including

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1 a showing of the efficacy of any security procedure applied
2 to determine the person to which the electronic record or
3 electronic signature was attributable.

5 (b) The effect of an electronic record or electronic
6 signature attributed to a person under subsection (a) of
7 this section is determined from the context and surrounding
8 circumstances at the time of its creation, execution or
9 adoption, including the parties' agreement, if any, and
10 otherwise as provided by law.

12 40-21-110. Effect of change or error.

14 (a) If a change or error in an electronic record
15 occurs in a transmission between parties to a transaction,
16 the following rules apply:

18 (i) If the parties have agreed to use a security
19 procedure to detect changes or errors and one (1) party has
20 conformed to the procedure, but the other party has not,
21 and the nonconforming party would have detected the change
22 or error had that party also conformed, the conforming
23 party may avoid the effect of the changed or erroneous
24 electronic record;

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2 (ii) In an automated transaction involving an
3 individual, the individual may avoid the effect of an
4 electronic record that resulted from an error made by the
5 individual in dealing with the electronic agent of another
6 person if the electronic agent did not provide an
7 opportunity for the prevention or correction of the error
8 and, at the time the individual learns of the error, the
9 individual:

11 (A) Promptly notifies the other person of
12 the error and that the individual did not intend to be
13 bound by the electronic record received by the other
14 person;

16 (B) Takes reasonable steps, including steps
17 that conform to the other person's reasonable instructions,
18 to return to the other person or, if instructed by the
19 other person, to destroy the consideration received, if
20 any, as a result of the erroneous electronic record; and

22 (C) Has not used or received any benefit or
23 value from the consideration, if any, received from the
24 other person.

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2 (iii) If neither paragraph (i) nor (ii) of this
3 subsection applies, the change or error has the effect
4 provided by other law, including the law of mistake, and
5 the parties' contract, if any;

7 (iv) Paragraphs (ii) and (iii) of this
8 subsection may not be varied by agreement.

10 40-21-111. Notarization and acknowledgment.

12 If a law requires a signature or record to be notarized,
13 acknowledged, verified or made under oath, the requirement
14 is satisfied if the electronic signature of the person
15 authorized to perform those acts, together with all other
16 information required to be included by other applicable
17 law, is attached to or logically associated with the
18 signature or record.

20 40-21-112. Retention to electronic records,
21 originals.

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1 (a) If a law requires that a record be retained, the
2 requirement is satisfied by retaining an electronic record
3 of the information in the record which:

5 (i) Accurately reflects the information set
6 forth in the record after it was first generated in its
7 final form as an electronic record or otherwise; and

9 (ii) Remains accessible for later reference.

11 (b) A requirement to retain a record in accordance
12 with subsection (a) of this section does not apply to any
13 information the sole purpose of which is to enable the
14 record to be sent, communicated or received.

16 (c) A person may satisfy subsection (a) of this
17 section by using the services of another person if the
18 requirements of that subsection are satisfied.

20 (d) If a law requires a record to be presented or
21 retained in its original form, or provides consequences if
22 the record is not presented or retained in its original
23 form, that law is satisfied by an electronic record
24 retained in accordance with subsection (a) of this section.

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2 (e) If a law requires retention of a check, that
3 requirement is satisfied by retention of an electronic
4 record of the information on the front and back of the
5 check in accordance with subsection (a) of this section.

7 (f) A record retained as an electronic record in
8 accordance with subsection (a) of this section satisfies a
9 law requiring a person to retain a record for evidentiary,
10 audit or like purposes, unless a law enacted after the
11 effective date of this act specifically prohibits the use
12 of an electronic record for the specified purpose.

14 (g) This section does not preclude a governmental
15 agency of this state from specifying additional
16 requirements for the retention of a record subject to the
17 agency's jurisdiction.

19 40-21-113. Admissibility in evidence.

21 In a proceeding, evidence of a record or signature may not
22 be excluded solely because it is in electronic form.

24 40-21-114. Automated transaction.

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2 (a) In an automated transaction, the following rules
3 apply:

5 (i) A contract may be formed by the interaction
6 of electronic agents of the parties, even if no individual
7 was aware of or reviewed the electronic agents' actions or
8 the resulting terms and agreements;

10 (ii) A contract may be formed by the interaction
11 of an electronic agent and an individual, acting on the
12 individual's own behalf or for another person, including by
13 an interaction in which the individual performs actions
14 that the individual is free to refuse to perform and which
15 the individual knows or has reason to know will cause the
16 electronic agent to complete the transaction or
17 performance;

19 (iii) The terms of the contract are determined
20 by the substantive law applicable to it.

22 40-21-115. Time and place of sending and receipt.

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1 (a) Unless otherwise agreed between the sender and
2 the recipient, an electronic record is sent when it:

4 (i) Is addressed properly or otherwise directed
5 properly to an information processing system that the
6 recipient has designated or uses for the purpose of
7 receiving electronic records or information of the type
8 sent and from which the recipient is able to retrieve the
9 electronic record;

11 (ii) Is in a form capable of being processed by
12 that system; and

14 (iii) Enters an information processing system
15 outside the control of the sender or of a person that sent
16 the electronic record on behalf of the sender or enters a
17 region of the information processing system designated or
18 used by the recipient which is under the control of the
19 recipient.

21 (b) Unless otherwise agreed between a sender and the
22 recipient, an electronic record is received when:

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1 (i) It enters an information processing system
2 that the recipient has designated or uses for the purpose
3 of receiving electronic records or information of the type
4 sent and from which the recipient is able to retrieve the
5 electronic record; and

7 (ii) It is in a form capable of being processed
8 by that system.

10 (c) Subsection (b) of this section applies even if
11 the place the information processing system is located is
12 different from the place the electronic record is deemed to
13 be received under subsection (d) of this section.

15 (d) Unless otherwise expressly provided in the
16 electronic record or agreed between the sender and the
17 recipient, an electronic record is deemed to be sent from
18 the sender's place of business and to be received at the
19 recipient's place of business. For purposes of this
20 subsection, the following rules apply:

22 (i) If the sender or recipient has more than one
23 (1) place of business, the place of business of that person

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1 is the place having the closest relationship to the
2 underlying transaction;

4 (ii) If the sender or the recipient does not
5 have a place of business, the place of business is the
6 sender's or recipient's residence, as the case may be.

8 (e) An electronic record is received under subsection
9 (b) of this section even if no individual is aware of its
10 receipt.

12 (f) Receipt of an electronic acknowledgment from an
13 information processing system described in subsection (b)
14 of this section establishes that a record was received but,
15 by itself, does not establish that the content sent
16 corresponds to the content received.

18 (g) If a person is aware that an electronic record
19 purportedly sent under subsection (a) of this section, or
20 purportedly received under subsection (b) of this section,
21 was not actually sent or received, the legal effect of the
22 sending or receipt is determined by other applicable law.
23 Except to the extent permitted by the other law, the

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1 requirements of this subsection may not be varied by
2 agreement.

4 40-21-116. Transferable records.

6 (a) In this section, "transferable record" means an
7 electronic record that:

9 (i) Would be a note under article 3 of the
10 Uniform Commercial Code or a document under article 7 of
11 the Uniform Commercial Code if the electronic record were
12 in writing; and

14 (ii) The issuer of the electronic record
15 expressly has agreed is a transferable record.

17 (b) A person has control of a transferable record if
18 a system employed for evidencing the transfer of interests
19 in the transferable record reliably establishes that person
20 as the person to which the transferable record was issued
21 or transferred.

23 (c) A system satisfies subsection (b) of this
24 section, and a person is deemed to have control of a

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1 transferable record, if the transferable record is created,
2 stored and assigned in such a manner that:

4 (i) A single authoritative copy of the
5 transferable record exists which is unique, identifiable
6 and, except as otherwise provided in paragraphs (iv), (v)
7 and (vi) of this subsection, unalterable;

9 (ii) The authoritative copy identifies the
10 person asserting control as:

12 (A) The person to which the transferable
13 record was issued; or

15 (B) If the authoritative copy indicates
16 that the transferable record has been transferred, the
17 person to which the transferable record was most recently
18 transferred.

20 (iii) The authoritative copy is communicated to
21 and maintained by the person asserting control or its
22 designated custodian;

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1 (iv) Copies or revisions that add or change an
2 identified assignee of the authoritative copy can be made
3 only with the consent of the person asserting control;

5 (v) Each copy of the authoritative copy and any
6 copy of a copy is readily identifiable as a copy that is
7 not the authoritative copy; and

9 (vi) Any revision of the authoritative copy is
10 readily identifiable as authorized or unauthorized.

12 (d) Except as otherwise agreed, a person having
13 control of a transferable record is the holder, as defined
14 in W.S. 34.1-1-201(a)(xx), of the transferable record and
15 has the same rights and defenses as a holder of an
16 equivalent record or writing under the Uniform Commercial
17 Code, including, if the applicable statutory requirements
18 under W.S. 34.1-3-302(a), 34.1-7-501 or 34.1-9-308 of the
19 Uniform Commercial Code are satisfied, the rights and
20 defenses of a holder in due course, a holder to which a
21 negotiable document of title has been duly negotiated, or a
22 purchaser, respectively. Delivery, possession and
23 indorsement are not required to obtain or exercise any of
24 the rights under this subsection.

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2 (e) Except as otherwise agreed, an obligor under a
3 transferable record has the same rights and defenses as an
4 equivalent obligor under equivalent records or writings
5 under the Uniform Commercial Code.

7 (f) If requested by a person against which
8 enforcement is sought, the person seeking to enforce the
9 transferable record shall provide reasonable proof that the
10 person is in control of the transferable record. Proof may
11 include access to the authoritative copy of the
12 transferable record and related business records sufficient
13 to review the terms of the transferable record and to
14 establish the identity of the person having control of the
15 transferable record.

17 40-21-117. Creation and retention of electronic
18 records and conversion of written records by government
19 agencies.

21 Each governmental agency shall determine whether, and the
22 extent to which, a governmental agency will create and
23 retain electronic records and convert written records to
24 electronic records.

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2 40-21-118. Acceptance and distribution of electronic
3 records by governmental agencies.

5 (a) Except as otherwise provided in W.S.
6 40-21-112(f), each governmental agency of this state shall
7 determine whether, and the extent to which, governmental
8 agency will send and accept electronic records and
9 electronic signatures to and from other persons and
10 otherwise create, generate, communicate, store, process,
11 use and rely upon electronic records and electronic
12 signatures.

14 (b) To the extent that a governmental agency uses
15 electronic records and electronic signatures under
16 subsection (a) of this section, the Wyoming on-line
17 government commission shall promulgate rules in accordance
18 with the Wyoming Administrative Procedure Act to specify
19 for state agencies:

21 (i) The manner and format in which the
22 electronic records must be created, generated, sent,
23 communicated, received and stored and the systems
24 established for those purposes;

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2 (ii) If electronic records must be signed by
3 electronic means, the type of electronic signature
4 required, the manner and format in which the electronic
5 signature must be affixed to the electronic record and the
6 identity of, or criteria that must be met by, any third
7 party used by a person filing a document to facilitate the
8 process;

10 (iii) Control processes and procedures as
11 appropriate to ensure adequate preservation, disposition,
12 integrity, security, confidentiality and auditability of
13 electronic records; and

15 (iv) Any other required attributes for
16 electronic records which are specified for corresponding
17 nonelectronic records or reasonably necessary under the
18 circumstances.

20 (c) Except as otherwise provided in W.S.
21 40-21-112(f), this act does not require a governmental
22 agency of this state to use or permit the use of electronic
23 records or electronic signatures.

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1 40-21-119. Interoperability.

3 The Wyoming on-line government commission which adopts
4 standards pursuant to W.S. 40-21-118 may encourage and
5 promote consistency and interoperability with similar
6 requirements adopted by other governmental agencies of this
7 and other states and the federal government and
8 nongovernmental persons interacting with governmental
9 agencies of this state. If appropriate, those standards may
10 specify differing levels of standards from which
11 governmental agencies of this state may choose in
12 implementing the most appropriate standard for a particular
13 application.

15 Section 2. W.S. 9-2-2501(b), (c)(intro) and (e) is
16 amended to read:

18 9-2-2501. Wyoming on-line government commission;
19 duties; electronic transaction of business.

21 (b) The commission may provide for any state agency
22 business to be conducted electronically in accordance with
23 rules adopted under this section and in conformity with the
24 provisions of the Uniform Electronic Transactions Act in

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1 title 40, chapter 21. No state agency shall be required by
2 the commission to conduct business electronically. Any
3 state agency desiring to conduct business electronically
4 shall adopt the procedures contained in rules of the
5 commission.

7 (c) The commission may enact rules it deems necessary
8 to implement this section subject to the provisions of the
9 Uniform Electronic Transactions Act in title 40 of chapter
10 21. The rules shall at a minimum:

12 (e) Notwithstanding any other provision of law
13 requiring a manual or facsimile signature on information
14 filed with a state agency ~~or requiring notarization of a~~
15 ~~signature,~~ any information filed electronically which meets
16 the requirements of the rules adopted pursuant to this
17 section shall be considered to be lawfully filed with the
18 state agency for all legal purposes if that agency has
19 authorized the electronic filing.

21 Section 3.

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1 (a) The joint judiciary interim committee is directed
2 to study which areas of present Wyoming state law are
3 impacted by the Uniform Electronic Transactions Act.

5 (b) The committee shall report its findings and make
6 appropriate recommendations for statutory changes for the
7 2002 legislative session.

9 Section 4. This act is effective July 1, 2001.

11 (END)

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