Electronic contracts

How BC law treats it

Most contracts need no particular form or signature. An offer and acceptance exchanged by email, or a user clicking an "I agree" button, can create a binding contract. The Electronic Transactions Act, SBC 2001, c 10 confirms that an offer, acceptance or other communication can be made electronically, including by clicking an appropriately designated icon (s. 15), and that information or a record is not invalid only because it is electronic. Where a law requires a signature or writing, the Act sets out when an electronic record or electronic signature satisfies that requirement. The Act does not apply to wills, trusts created by wills, powers of attorney concerning an individual's financial affairs or personal care, or documents that create or transfer interests in land and require registration (s. 2(4)). Online terms are enforced like other standard form contracts if they were reasonably brought to the user's attention and accepted. Click-wrap terms, where the user must actively accept, are the strongest. Browse-wrap terms posted only by a link at the bottom of a page are much weaker. Enforceability is still subject to unconscionability: in Uber Technologies Inc v Heller, 2020 SCC 16, the Supreme Court struck down an arbitration clause in a standard form contract. In Douez v Facebook, Inc, 2017 SCC 33, a forum selection clause in a consumer contract was not enforced against a BC resident. Since the 2025 amendments to the Business Practices and Consumer Protection Act, a term in a consumer contract requiring arbitration or barring class proceedings is void. Consumer online sales must also meet the distance sales contract rules in the Business Practices and Consumer Protection Act, SBC 2004, c 2, including disclosure and copy delivery requirements. Some documents, such as land title instruments and certain wills and powers of attorney, have special execution rules.

What it means for your business

Businesses close deals by email and sell through websites and apps every day. A contract formed by an exchange of emails can bind a company before anyone signs a formal document, so negotiators should state when terms are subject to a final agreement. For online platforms, a clear click-wrap process with records of acceptance is what makes terms of service, limitation clauses and dispute clauses enforceable. Example: A Kelowna SaaS company moves its terms from a footer link to a mandatory checkbox at sign-up and keeps a timestamped record of each acceptance. When a customer later disputes a fee, the company can prove the customer agreed to the terms.

Risks and common mistakes

Assuming an email exchange cannot create a binding contract without a formal signature. Relying on browse-wrap terms posted only in a website footer. Failing to keep records showing which version of the terms a user accepted and when. Burying onerous terms, such as arbitration or forum clauses, in long standard forms aimed at consumers. Changing online terms without giving users notice and a chance to accept the new version.