Section R. 451.4.4 - Electronic signaturesRule 4.4.
(1) As used in this rule "electronic agent" means 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 at the time of the action or response.(2) Electronic signatures may be used or accepted, or both, for investment securities if the legal effect, validity, or enforceability of contracts or other records are consistent with ESIGN.(3) This rule does not require a record or signature be created, generated, sent, communicated, received, stored, or otherwise processed or used by electronic means or in electronic form.(4) This rule applies only to transactions between parties each of which has agreed to conduct transactions by electronic means. Whether the parties agree to conduct transactions by electronic means is determined from the context and surrounding circumstances, including the parties' conduct.(5) If a party agrees to conduct a transaction by electronic means, this rule does not prohibit the party from refusing to conduct other transactions by electronic means. This subrule may not be modified by agreement.(6) Whether an electronic record or electronic signature has legal effect is determined by this rule and other applicable law.(7) A signature may not be denied legal effect solely because the record or signature is in electronic form.(8) A contract may not be denied legal effect solely because an electronic record was used in the contract's formation.(9) If a law requires a record to be in writing, an electronic record satisfies the law.(10) If a law requires a signature, an electronic signature satisfies the law.(11) If parties have agreed to conduct transactions 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, 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 the sender's information processing system, inhibits the ability of the recipient to print or store the electronic record.(12) If a senders information processing system inhibits the ability of a recipient to print or store an electronic record, the electronic record is not enforceable against the recipient.(13) 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.(14) The effect of an electronic record, or electronic signature, attributed to a person is determined from the context and surrounding circumstances at the time of the record's or signature's creation, execution, or adoption, including the parties' agreement, if any, and otherwise as provided by law.(15) If a change or error in an electronic record occurs in a transmission between parties to a transaction, both of the following apply: (a) If the parties have agreed to use a security procedure to detect changes or errors, and 1 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.(b) 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 does all of the following: (i) 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.(ii) 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.(iii) Has not used or received any benefit or value from the consideration, if any, received from the other person.(16) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information in the record that does both of the following: (a) Accurately reflects the information set forth in the record after it was first generated in its final form as an electronic record or otherwise.(b) Remains accessible for later reference.(17) If a law requires a record to be presented or retained in the record's original form, or provides consequences if the record is not presented or retained in the record's original form, that law is satisfied by an electronic record retained in accordance with subrule (16) of this rule.(18) In a proceeding, evidence of a record or signature may not be excluded solely because it is in electronic form.(19) In an automated transaction, all of the following apply: (a) 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, shall cause the electronic agent to complete the transaction or performance.(b) The terms of the contract are determined by the substantive law applicable to the contract.(20) Unless otherwise agreed between the sender and the recipient, an electronic record is sent when the record meets all of the following: (a) 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.(b) Is in a form capable of being processed by that system.(c) 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.(21) Unless otherwise agreed between a sender and the recipient, an electronic record is received when both of the following apply: (a) The record 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.(b) The record is in a form capable of being processed by that system.(22) 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.(23) If the sender or recipient has more than 1 place of business, the place of business of that person is the place having the closest relationship to the underlying transaction. 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.(24) Receipt of an electronic acknowledgment from an information processing system establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received.Mich. Admin. Code R. 451.4.4