The Texas Uniform Electronic Transactions Act (UETA) sets forth procedures to make electronic signatures on digital contracts enforceable as a matter of law: "[a]n electronic record or electronic signature is attributable to a person [by] showing ... the efficacy of any security procedure applied to determine the person to which the electronic record or electronic signature was attributable."
The two issues before the Court in Aerotek, Inc. v Boyd, 624 S.W.3d 199 (Tex. 2021) were how the efficacy of a security procedure is shown and, once it is, whether the alleged signatory's simple denial that he signed the record is sufficient to prevent attribution of an electronic signature to him. Reversing the court of appeals, the Texas Supreme Court held that attribution was conclusively established.
Aerotek hires employees globally by the hundreds of thousands to work as contractors for client companies.
The computerized hiring application presents the candidate with employment information and requires the creation of an account with unique username, password and security questions. Upon signing in, the first document requiring an electronic signature is an Electronic Disclosure Agreement (EDA). By signing the EDA, the candidate consents to "be bound" by Aerotek's electronic hiring documents "as though ... signed ... in writing."
After the candidate signs the EDA, the application presents other documents to the candidate for completion and signature. The candidate must complete signing all documents before the computerized application will allow him to continue and complete the hiring process. One of these documents was an agreement to arbitrate employment disputes.
Once the application records an electronic signature, Aerotek cannot change it.
Four employees sued in court for racial discrimination and retaliation.
Aerotek moved to compel arbitration.
The employees opposed the motion submitting sworn declarations acknowledging that they had completed the online hiring application but denying that they had ever seen, signed, or been presented with an agreement to arbitrate employment disputes.
Asked whether there was any possible way the employees could have completed their applications without executing the agreement to arbitrate, an Aerotek representative answered: "Not with this process. It's locked throughout ... so they have to complete everything in that section before they can get to the finalize-and-submit section. So everything has to be signed and completed before they get there." She added, "[w]e don't have the ability to alter [forms] after they're submitted" by a candidate.
The UETA provides in part, “The act of a 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.
The UETA further defines security procedure in part as: “a procedure employed for the purpose of verifying that an electronic signature record … is that of a specific person .. includes a procedure that requires the use of … identifying words or numbers … or other acknowledgement procedures.”
The Court concluded Aerotek's evidence of the security procedures for its hiring application and its operation is such that reasonable people could not differ in concluding that the employees could not have completed their hiring applications without signing the agreement providing for mandatory arbitration of employment disputes. The simple denials are not evidence otherwise.
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