Chapter 432 Contracts Required to Be in Writing

432.200 - Title.

Steven Groce, Attorney Advertisement

Sections 432.200 to 432.295 shall be known and may be cited as the "Uniform Electronic Transactions Act".

(L. 2003 H.B. 254)

432.255 - Retention of electronic records — originals.

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

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

(2)Remains accessible for later reference.

2.A requirement to retain a record in accordance with subsection 1 of this section does not apply to any information the sole purpose of which is to enable the record to be sent, communicated, or received.

3.A person may satisfy subsection 1 of this section by using the services of another person if the requirements of that subsection are satisfied.

4.If a law requires a record to be presented or retained in its original form, or provides consequences if the record is not presented, or retained in its original form, that law is satisfied by an electronic record retained in accordance with subsection 1 of this section.

5.If a law requires retention of a check, that requirement is satisfied by retention of an electronic record of the information on the front and back of the check in accordance with subsection 1 of this section.

6.A record retained as an electronic record in accordance with subsection 1 of this section satisfies a law requiring a person to retain a record for evidentiary, audit or like purposes, unless a law enacted after August 28, 2003, specifically prohibits the use of an electronic record for the specified purpose.

7.This section does not preclude a governmental agency of this state from specifying additional requirements for the retention of a record subject to the agency's jurisdiction.

(L. 2003 H.B. 254)

432.045 - Credit agreements, defined — action by debtor on certain credit agreements prohibited unless in writing — contents of written statement requirement — oral modification permitted, when.

1.For the purposes of this section, the term "credit agreement" means an agreement to lend or forbear repayment of money, to otherwise extend credit, or to make any other financial accommodation.

2.A debtor may not maintain an action upon or a defense to a credit agreement unless the credit agreement is in writing, provides for the payment of interest or for other consideration, and sets forth the relevant terms and conditions, except this subsection shall not preempt other specific statutes that authorize additional protection for consumer credit used in personal, family or household purposes and the limitations on credit agreements in subsection 3 of this section.

3.(1)If a written credit agreement has been signed by a debtor, subsection 2 of this section shall not apply to any credit agreement between such debtor and creditor unless such written credit agreement contains the following language in boldface ten point type:

"Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable.To protect you (borrower(s)) and us (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it."

(2)The provisions of this section shall not apply to credit agreements for personal, family, or household purposes when there is already a written contract governing the transaction, and the debtor and creditor orally agree to defer one or more loan payments or make other credit agreement modifications and such deferrals or modifications are limited in duration to not more than ninety days.

4.Nothing contained in this section shall affect the enforceability by a creditor of any promissory note, guaranty, security agreement, deed of trust, mortgage, or other instrument, agreement, or document evidencing or creating an obligation for the payment of money or other financial accommodation, lien, or security interest.

(L. 1990 H.B. 1788, A.L. 1992 S.B. 688)

432.245 - Effect of change or error.

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

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

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

(a)Promptly notifies the other person of the error and that the individual did not intend to be bound by the electronic record received by the other person;

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

(c)Has not used or received any benefit or value from the consideration, if any, received from the other person;

(3)If neither subdivision (1) nor subdivision (2) of this section applies, the change or error has the effect provided by other law, including the law of mistake, and the parties' contract, if any; and

(4)Subdivisions (2) and (3) of this section shall not be varied by agreement.

(L. 2003 H.B. 254)

432.010 - Statute of frauds — contracts to be in writing.

No action shall be brought to charge any executor or administrator, upon any special promise to answer for any debt or damages out of his own estate, or to charge any person upon any special promise to answer for the debt, default or miscarriage of another person, or to charge any person upon any agreement made in consideration of marriage, or upon any contract made for the sale of lands, tenements, hereditaments, or an interest in or concerning them, or any lease thereof, for a longer time than one year, or upon any agreement that is not to be performed within one year from the making thereof, unless the agreement upon which the action shall be brought, or some memorandum or note thereof, shall be in writing and signed by the party to be charged therewith, or some other person by him thereto lawfully authorized, and no contract for the sale of lands made by an agent shall be binding upon the principal, unless such agent is authorized in writing to make said contract.

(RSMo 1939 § 3354)

Prior revisions: 1929 § 2967; 1919 § 2169; 1909 § 2783

CROSS REFERENCES:

Actions on contract barred, revived by written promise, 516.320

Marriage contracts affecting property to be in writing, acknowledged, 451.220

Powers of attorney to convey real estate, how acknowledged and proved, 442.360

Agreements Not to be Performed in Year

(1961) Plaintiff could not recover in action for breach of oral contract for personal employment since if employment was to be for one year and to commence thirty-seven days after agreement was made it came within the statute of frauds and if employment was for an indefinite period then it was terminable at will and fact that in reliance on agreement plaintiff had quit his job would not estop defendant from denying the contract.Morsinkhoff v. DeLuxe Laundry & Dry Cleaning Co. (A.), 344 S.W.2d 639.

(1973) Held lease required to be in writing by statute of frauds may be rescinded by subsequent oral agreement where unexpired term of lease is less than that period required by the statute for written agreements.Gee v. Nieberg (A.), 501 S.W.2d 542.

(1974) Held that because contract could have been performed within a year it was not barred by statute of frauds. Want v. Century Supply Co. (A.), 508 S.W.2d 515.

Contracts Involving Lands

(1961) Description of real estate in writing as "Vo's bldg" held insufficient under statute.Macy v. Day (A.), 346 S.W.2d 555.

(1961) Where agreement to enter into a lease was partly in writing but omitted a great many matters which were alleged to be in an oral part of the agreement it was not enforceable under the frauds.Frostwood Drugs, Inc. v. Fisher & Frichtel Construction Co. (Mo.), 352 S.W.2d 694

(1962) Plaintiff, buyer, could not recover in action for damages for breach of alleged contract to convey realty against husband and wife, who held the realty as tenants by the entireties, where only the husband had signed the contract and there was no memorandum in writing signed by wife authorizing husband to act as her agent or ratifying his actions.Austin & Bass Builders, Inc. v. Lewis (Mo.), 359 S.W.2d 711.

(1962) Where five year lease contained option provision by which lessee could continue as tenant under same terms and conditions for another five years the rental to be mutually determined by the parties at time of exercise of option, amount of rent to be charged was essential part of the contract and oral agreement thereon was unenforceable and fact that lessee remained in possession for 8 months and paid rent at same rate as previously paid under lease did not exclude option clause from statute of frauds.Rosenberg v. Gas Service Co. (A.), 363S.W.2d 20.

(1967) Mere payment of money as partial performance will not take land sale contract out of statute of frauds.Agreement not to contest will which was fulfilled was sufficient performance to take oral agreement to convey land out of the statute. Alonzo v Laubert (Mo.), 418 S.W.2d 94.

(1968) The statute of frauds applies with equal force to both the purchasers and sellers of real estate.McQueen v. Huelsing (A.), 425 S.W.2d 506.

(1971) Where written contract in evidence described the property in question as 80 acres more or less, gave vendors' name, residence, showed the contract related to dairy farm, and vendors lived on subject farm and owned no other real estate, and contract executed with all parties present on the subject farm agreeing that exact legal description could be supplied later by real estate agent, the contract was sufficient under statute of frauds for purposes of reformation and specific performance. Deulen v. Wilkinson (Mo.), 473 S.W.2d 357.

(1987) Though this section requires that a contract for the sale of real property be evidenced by a writing, it does not require that a rescission of such contract, if such contract is yet executory, be reduced to a writing.Smith v. Mohan, 723 S.W.2d 94 (Mo.App. E.D.).

Evidence

(1960) Evidence held sufficient to show the part performance of oral contract for the sale of land so as to take it out of the statute of frauds. Anderson v. Abernathy (Mo.), 339 S.W.2d 817.

Generally

(1963) No writing or memorandum is required where the promise to assume the debts of another is made to the debtor himself and not to the creditor.Hafford v. Smith (A.), 369 S.W.2d 290.

(1973) Where the leading and main object of defendant's promise to plaintiffs that he would see that they were paid was in his own interest, the promise was not within the statute of frauds. Carvitto v. Ryle (A.), 495 S.W.2d 109.

(1974) Memorandum is sufficient to remove impediment of statute of frauds if it sets out essential terms of agreement.Bayless Building Materials Co. v. Peerless Land Co. (A.), 509 S.W.2d 206.

(1986) A promise need not be reduced to writing under the provisions of this section dealing with promises to answer for the obligation of another person, if main purpose of such promise is to serve the interests of the promisor rather than such other person.Baron v. Lerman, 719 S.W.2d 72 (Mo.App. E.D.).

(1987) It is sufficient to plead full performance of an oral contract to avoid a motion to dismiss under this section.Irwin v. Berrelsmeyer, 730 S.W.2d 302 (Mo.App. E.D.).

Part Performance

(1960) A parol lease for five years and parol agreement to make the lease were within the statute of frauds and fact that lessor made improvements during the first year conditioned upon the lease did not amount to performance that would take the agreement out of the statute of frauds. Newkirk v. Moley (A.), 343 S.W.2d 213.

(1964) Removal of buildings from leased tract by lessors was as referable to written mining lease as to alleged new verbal agreement and lessor's conduct with respect to roads and ditches cut by lessees was nonaction rather than performance and not inconsistent with written lease, and therefore, alleged oral agreement was not taken out of the statute of frauds on ground of performance by lessors.Zink v. Pittsburg & Midway Coal Mining Co. (A.), 374 S.W.2d 158.

(1964) In suit for specific performance of an alleged parol agreement between husband and wife to keep their existing mutual and reciprocal last wills and testaments in force and not revoke them held that there was not part performance on part of wife sufficient to remove the alleged parol agreement from the operation of the statute of frauds. Rookstool v. Neaf (Mo.), 377 S.W.2d 402.

(1968) Anticipatory, preparatory, collateral, and ancillary acts performed in reliance on a verbal contract, generally are not sufficient part performance to call for an exception to the provisions of the statute of frauds; but if the verbal agreement is sufficiently established, the acts are done with the knowledge of the other party, and if the changes in circumstances resulting from such acts are of such nature that the consequences thereof are, or may be, disastrous, the court may enforce the contract, even though the acts are not, strictly speaking, in execution of the contract.Pointer v. Ward (Mo.), 429 S.W.2d 269.

(1986) A promise need not be reduced to writing under the provisions of this section dealing with promises to answer for the obligation of another person, if main purpose of such promise is to serve the interests of the promisor rather than such other person. Baron v. Lerman, 719 S.W.2d 72 (Mo.App.).

(1987) It is sufficient to plead full performance of an oral contract to avoid a motion to dismiss under this section. Irwin v. Berrelsmeyer, 730 S.W.2d 302 (Mo.App.).

(1987) Though this section requires that a contract for the sale of real property be evidenced by a writing, it does not require that a rescission of such contract, if such contract is yet executory, be reduced to a writing. Smith v. Mohan, 723 S.W.2d 94 (Mo.App.).

432.210 - Scope.

1.Except as otherwise provided in subsection 2 of this section, sections 432.200 to 432.295 apply to electronic records and electronic signatures relating to a transaction.

2.Sections 432.200 to 432.295 shall not apply to a transaction to the extent it is governed by:

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

(2)The uniform commercial code other than sections 400.1-107, 400.1-206, 400.2-101 to 400.2-725, and 400.2A-101 to 400.2A-532.

3.Sections 432.200 to 432.295 apply to an electronic record or electronic signature otherwise excluded from the application of sections 432.200 to 432.295 under subsection 2 of this section to the extent it is governed by a law other than those specified in subsection 2 of this section.

4.A transaction subject to sections 432.200 to 432.295 is also subject to other applicable substantive law.

(L. 2003 H.B. 254)

432.265 - Automated transaction.

In an automated transaction, the following rules apply:

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

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

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

(L. 2003 H.B. 254)

432.230 - Legal recognition of electronic records, electronic signatures, and electronic contracts.

1.A record or signature shall not be denied legal effect or enforceability solely because it is in electronic form.

2.A contract shall not be denied legal effect or enforceability solely because an electronic record was used in its formation.

3.If a law requires a record to be in writing, an electronic record satisfies the law.

4.If a law requires a signature, an electronic signature satisfies the law.

(L. 2003 H.B. 254)

432.030 - Assignment of wages.

All assignments of wages, salaries or earnings must be in writing with the correct date of the assignment and the amount assigned and the name or names of the party or parties owing the wages, salaries and earnings so assigned; and all assignments of wages, salaries and earnings, not earned at the time the assignment is made, shall be null and void.

(RSMo 1939 § 3356)

Prior revisions: 1929 § 2969; 1919 § 2171

CROSS REFERENCE:

Assignment of wages deemed loan and subject to laws regulating loans and punishing usury, when,408.210

(1993) Mandatory wage deduction for nonunion school custodial and food service workers' fair share fees for authorized collective bargaining representative is not an assignment of wages within meaning of this section.Schaffer v. Board of Education of St. Louis, 869 S.W.2d 163 (Mo. App. E.D.).

432.220 - Use of electronic records and electronic signatures — variation by agreement.

1.Sections 432.200 to 432.295 do not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed or used by electronic means or in electronic form.

2.Sections 432.200 to 432.295 apply only to transactions between parties each of which has agreed to conduct transactions by electronic means.Whether the parties agree to conduct a transaction by electronic means is determined from the context and surrounding circumstances, including the parties' conduct.

3.A party that agrees to conduct a transaction by electronic means may refuse to conduct other transactions by electronic means.The right granted by this subsection shall not be waived by agreement.

4.Except as otherwise provided in sections 432.200 to 432.295, the effect of any of its provisions may be varied by agreement.The presence in certain provisions of sections 432.200 to 432.295 of the words "unless otherwise agreed", or words of similar import, does not imply that the effect of other provisions shall not be varied by agreement.

5.Whether an electronic record or electronic signature has legal consequences is determined by sections 432.200 to 432.295 and other applicable law.

(L. 2003 H.B. 254)

432.275 - Transferable records.

1.As used in this section, "transferable record" means an electronic record that:

(1)Would be a note under sections 400.3-101 to 400.3-605 or a document under sections 400.7-101 to 400.7-604* if the electronic record were in writing; and

(2)The issuer of the electronic record expressly has agreed is a transferable record.

2.A person has control of a transferable record if a system employed for evidencing the transfer of interests in the transferable record reliably establishes that person as the person to which the transferable record was issued or transferred.

3.A system satisfies subsection 2 of this section and a person is deemed to have control of a transferable record if the transferable record is created, stored, and assigned in such a manner that:

(1)A single authoritative copy of the transferable record exists which is unique, identifiable, and, except as otherwise provided in subdivisions (4), (5), and (6) of this subsection, unalterable;

(2)The authoritative copy identifies the person asserting control as:

(a)The person to which the transferable record was issued; or

(b)If the authoritative copy indicates that the transferable record has been transferred, the person to which the transferable record was most recently transferred;

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

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

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

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

4.Except as otherwise agreed, a person having control of a transferable record is the holder, as defined in subdivision (21)** of section 400.1-201, of the uniform commercial code, of the transferable record and has the same rights and defenses as a holder of an equivalent record or writing under the uniform commercial code, including, if the applicable statutory requirements under section 400.3-302(a), 400.7-501, or 400.9-308 of the uniform commercial code are satisfied, the rights and defenses of a holder in due course, a holder to which a negotiable document of title has been duly negotiated, or a purchaser, respectively.Delivery, possession, and endorsement are not required to obtain or exercise any of the rights under this subsection.

5.Except as otherwise agreed, an obligor under a transferable record has the same rights and defenses as an equivalent obligor under equivalent records or writings under the uniform commercial code.

6.If requested by a person against which enforcement is sought, the person seeking to enforce the transferable record shall provide reasonable proof that the person is in control of the transferable record.Proof may include access to the authoritative copy of the transferable record and related business records sufficient to review the terms of the transferable record and to establish the identity of the person having control of the transferable record.

(L. 2003 H.B. 254)

*Section 400.7-604 was repealed by H.B. 34, 2017.

**Republished in 2017 due to statutory reference to subdivision (20) changed to subdivision (21) in accordance with section 3.060.

432.225 - Construction and application.

Sections 432.200 to 432.295 shall be construed and applied:

(1)To facilitate electronic transactions consistent with other applicable law;

(2)To be consistent with reasonable practices concerning electronic transactions and with the continued expansion of those practices; and

(3)To effectuate its general purpose to make uniform the law with respect to the subject of sections 432.200 to 432.295 among states enacting it.

(L. 2003 H.B. 254)

432.270 - Time and place of sending and receipt.

1.Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it:

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

(2)Is in a form capable of being processed by that system; and

(3)Enters an information processing system outside the control of the sender or of a person that sent the electronic record on behalf of the sender or enters a region of the information processing system designated or used by the recipient which is under the control of the recipient.

2.Unless otherwise agreed between a sender and the recipient, an electronic record is received when:

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

(2)It is in a form capable of being processed by that system.

3.Subsection 2 of this section applies even if the place the information processing system is located is different from the place the electronic record is deemed to be received under subsection 4 of this section.

4.Unless otherwise expressly provided in the electronic record or agreed between the sender and the recipient, an electronic record is deemed to be sent from the sender's place of business and to be received at the recipient's place of business.For purposes of this subsection, the following rules apply:

(1)If the sender or recipient has more than one place of business, the place of business of that person is the place having the closest relationship to the underlying transaction;

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

5.An electronic record is received under subsection 2 of this section even if no individual is aware of its receipt.

6.Receipt of an electronic acknowledgment from an information processing system described in subsection 2 of this section establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received.

7.If a person is aware that an electronic record purportedly sent under subsection 1 of this section or purportedly received under subsection 2 of this section was not actually sent or received, the legal effect of the sending or receipt is determined by other applicable law.Except to the extent permitted by the other law, the requirements of this subsection shall not be varied by agreement.

(L. 2003 H.B. 254)

432.070 - Contracts, execution of by counties, towns — form of contract.

No county, city, town, village, school township, school district or other municipal corporation shall make any contract, unless the same shall be within the scope of its powers or be expressly authorized by law, nor unless such contract be made upon a consideration wholly to be performed or executed subsequent to the making of the contract; and such contract, including the consideration, shall be in writing and dated when made, and shall be subscribed by the parties thereto, or their agents authorized by law and duly appointed and authorized in writing.

(RSMo 1939 § 3349, A.L. 2005 S.B. 462, A.L. 2007 S.B. 22)

Prior revisions: 1929 § 2962; 1919 § 2164; 1909 § 2778

CROSS REFERENCE:

Execution of county contracts, 50.660

(1961) Where city's "Notice to Bidders" required a lump sum bid for construction of sewerage system "including approximately 18,000 cubic yards of earth work" for lagoon, whereas the completion of the project actually required 36,000 cubic yards of earth, the contractor was entitled to recover in an action which is sui generis but which sounds in tort, and contract statute did not apply. Clark v. City of Humansville, Mo.(A.), 348 S.W.2d 369.

(1963) Where engineers performed services in connection with construction additional to that covered by terms of contract between city and engineers, out-of-pocket expenses incurred by engineers in connection therewith were not payable on ground of emergency situation justifying omission of written contract. Needles v. Kansas City (Mo.), 371 S.W.2d 300.

(1966) The terms of this section are expressly made applicable to counties, and the requirement that the terms of contracts therein referred to be in writing is mandatory and not merely directory. Thies v. St. Louis County (Mo.), 402 S.W.2d 376.

(1967) The requirements of this section are mandatory, not directory, and where there was no express written contract giving a water district exclusive right to furnish and sell water in the district, no such contract can be implied. Jackson Co.Public Water Supply District No. 1 v. Ong Aircraft Corp., 409 S.W.2d 226.

(1970) This section is mandatory and not merely directory.Hoevelman v. Reorganized Sch. D. R. 2 of Crawford Co.(A.), 452 S.W.2d 298.

(1975) Held that ordinance which authorized mayor to enter contract with state highway commission but silent as to costs or details was not a valid authorization. State ex rel. State Highway Commission v. City of Sullivan (A.), 529 S.W.2d 186.

(1976) Contract of city with state highway commission whereby city agreed to pay fifty percent of the right-of-way costs of highway through city, estimated in the contract to be $32,500, was not ultra vires in that it did not specify exact amount of the consideration as required by this section since standard was provided whereby the consideration to be paid by city would be definitely determined. State ex rel. Highway Commission v. City of Washington (Mo.), 533 S.W.2d 555.

(1976) Held, contract not containing required language is void and city cannot be held liable on theory of ratification, estoppel, implied contract or quantum meruit. Missouri International Investigators, Inc. v. City of Pacific (A.), 545 S.W.2d 684.

(1977) Held, requirement that teacher's contract be in writing is mandatory and must be pleaded and proved. Neal v. Junior College District of East Central Mo. (A.), 550 S.W.2d 580.

432.260 - Admissibility of evidence.

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

(L. 2003 H.B. 254)

432.060 - Leases to be assigned in writing.

No leases, estates, interests, either of freehold or term of years, or any uncertain interest of, in, to or out of any messuages, lands, tenements or hereditaments, shall at any time hereafter be assigned, granted or surrendered, unless it be by deed or note in writing, signed by the party so assigning, granting or surrendering the same, or their agents lawfully authorized by writing, or by operation of law.

(RSMo 1939 § 3353)

Prior revisions: 1929 § 2966; 1919 § 2168; 1909 § 2782

432.235 - Provision of information in writing — presentation of records.

1.If parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send or deliver information in writing to another person, the requirement is satisfied if the information is provided, sent or delivered, as the case may be, in an electronic record capable of retention by the recipient at the time of receipt.An electronic record is not capable of retention by the recipient if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.

2.If a law other than sections 432.200 to 432.295 requires a record to be posted or displayed in a certain manner, to be sent, communicated, or transmitted by a specified method, or to contain information that is formatted in a certain manner, the following rules apply:

(1)The record shall be posted or displayed in the manner specified in the other law;

(2)Except as otherwise provided in subdivision (2) of subsection 4 of this section, the record shall be sent, communicated, or transmitted by the method specified in the other law;

(3)The record shall contain the information formatted in the manner specified in the other law.

3.If a sender inhibits the ability of a recipient to store or print an electronic record, the electronic record is not enforceable against the recipient.

4.The requirements of this section shall not be varied by agreement, but:

(1)To the extent a law other than sections 432.200 to 432.295 requires information to be provided, sent, or delivered in writing but permits that requirement to be varied by agreement, the requirement under subsection 1 of this section that the information be in the form of an electronic record capable of retention may also be varied by agreement; and

(2)A requirement under a law other than sections 432.200 to 432.295 to send, communicate, or transmit a record by first class mail, postage prepaid, may be varied by agreement to the extent permitted by the other law.

(L. 2003 H.B. 254)

432.040 - Representations of credit to be in writing.

No action shall be brought to charge any person upon or by reason of any representation or assurance made concerning the character, conduct, credit, ability, trade or dealings of any other person, unless such representation or assurance be made in writing, and subscribed by the party to be charged thereby, or by some person thereunto by him lawfully authorized.

(RSMo 1939 § 3357)

Prior revisions: 1929 § 2970; 1919 § 2172; 1909 § 2785

432.240 - Attribution and effect of electronic record and electronic signature.

1.An electronic record or electronic signature is attributable to a person if it was the act of the person.The act of the 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.

2.The effect of an electronic record or electronic signature attributed to a person under subsection 1 of this section is determined from the context and surrounding circumstances at the time of its creation, execution, or adoption, including the parties' agreement, if any, and otherwise as provided by law.

(L. 2003 H.B. 254)

432.215 - Prospective application.

Sections 432.200 to 432.295 apply to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after August 28, 2003.

(L. 2003 H.B. 254)

432.205 - Definitions.

As used in sections 432.200 to 432.295, the following terms shall mean:

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

(2)"Automated transaction", a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of one or both parties are not reviewed by an individual in the ordinary course in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction;

(3)"Computer program", a set of statements or instructions to be used directly or indirectly in an information processing system to bring about a certain result;

(4)"Contract", the total legal obligation resulting from the parties' agreement as affected by sections 432.200 to 432.295 and other applicable law;

(5)"Electronic", relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities;

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

(7)"Electronic record", a record created, generated, sent, communicated, received, or stored by electronic means;

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

(9)"Governmental agency", an executive, legislative or judicial agency, department, board, commission, authority, institution, or instrumentality of the federal government or of a state or of a county, municipality, or other political subdivision of a state;

(10)"Information", data, text, images, sounds, codes, computer programs, software, databases, or the like;

(11)"Information processing system", an electronic system for creating, generating, sending, receiving, storing, displaying, or processing information;

(12)"Person", an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, governmental agency, public corporation, or any other legal or commercial entity;

(13)"Record", information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

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

(15)"State", a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States."State" includes an Indian tribe or band, or Alaskan native village, which is recognized by federal law or formally acknowledged by a state;

(16)"Transaction", an action or set of actions occurring between two or more persons relating to the conduct of business, commercial, or governmental affairs.

(L. 2003 H.B. 254)

432.050 - Leases, not in writing, operate as estates at will.

All leases, estates, interests of freehold or term of years, or any uncertain interest of, in, to or out of any messuages, lands, tenements or hereditaments, made or created by livery and seisin only, or by parole, and not put in writing and signed by the parties so making or creating the same, or their agents lawfully authorized by writing, shall have the force and effect of leases or estates at will only, and shall not, either in law or equity, be deemed or taken to have any other or greater force.

(RSMo 1939 § 3352)

Prior revisions: 1929 § 2965; 1919 § 2167; 1909 § 2781

(1957) To meet the requirements of this section, a lease may be made up of several writings such as letters, etc., and it is not necessary that all of such writings be signed by lessor and lessee. Midland Realty Co. v. Manzella (A.), 308 S.W.2d 326.

432.250 - Notarization and acknowledgment.

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

(L. 2003 H.B. 254)

432.295 - Severability clause.

If any provision of sections 432.200 to 432.295 or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of sections 432.200 to 432.295 which can be given effect without the invalid provision or application, and to this end the provisions of sections 432.200 to 432.295 are severable.

(L. 2003 H.B. 254)

432.080 - Duplicate copies to be made and preserved.

In every case of contract entered into by any county, city, town, village, school township, school district or other municipal corporation, or by any officer or agent on their behalf, duplicate copies of the same shall be executed as above provided, one of which shall be filed in the office of the clerk of the county commission of the proper county, or in such office or with such officer of the city, town, village, school township, school district or other municipal corporation as may be charged with the keeping of the contracts thereof, and shall not be taken thence except to be used for the purposes of evidence in some legal matter or cause; and in case of variance between such copies, the one on file shall control in the construction of the contract.

(RSMo 1939 § 3350)

Prior revisions: 1929 § 2963; 1919 § 2165; 1909 § 2779

432.047 - Credit agreements, actions not to be maintained, when — credit agreement defined.

1.For the purposes of this section, the term "credit agreement" means an agreement to lend or forbear repayment of money, to otherwise extend credit, or to make any other financial accommodation.

2.A debtor party may not maintain an action upon or a defense, regardless of legal theory in which it is based, in any way related to a credit agreement unless the credit agreement is in writing, provides for the payment of interest or for other consideration, sets forth the relevant terms and conditions, and the credit agreement is executed by the debtor and the lender.

3.(1)When a written credit agreement has been signed by a debtor, subsection 2 of this section shall not apply to any credit agreement between such debtor and creditor unless such written credit agreement contains the following language in boldface ten-point type:

"Oral or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable, regardless of the legal theory upon which it is based that is in any way related to the credit agreement.To protect you (borrower(s)) and us (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.".

(2)Notwithstanding any other law to the contrary in this chapter, the provisions of this section shall apply to commercial credit agreements only and shall not apply to credit agreements for personal, family, or household purposes.

4.Nothing contained in this section shall affect the enforceability by a creditor of any promissory note, guaranty, security agreement, deed of trust, mortgage, or other instrument, agreement, or document evidencing or creating an obligation for the payment of money or other financial accommodation, lien, or security interest.