A new Ohio law lets emails and texts satisfy contract requirements for goods sales over $500—and most retailers don't know it yet.
Most Ohio retail owners assume that a binding sales contract for goods over $500 requires a formal, signed document. That assumption just changed—and many business owners haven't heard about it yet.
Under HB195, which revises the Ohio Uniform Commercial Code, electronic records now satisfy the statute of frauds for goods contracts valued at $500 or more. In plain terms: emails, text messages, and other digital communications can now legally serve as enforceable sales contracts, not just paper agreements.
Ohio law has long required certain contracts to be in "writing" to be enforceable. For goods sales over $500, that meant you needed a signed document to protect yourself if a dispute arose. HB195 replaces the word "writing" with "record" throughout the statute of frauds section—specifically in Section 1302.04 (pages 12-13 of the bill).
A "record" includes anything documented electronically: an email chain confirming a sale, a text message agreement, a digital order form, even a PDF. You no longer need ink on paper.
For retail businesses, this is significant. It means:
Your informal communications may now be legally binding. If you email a supplier confirming an order for $600 in merchandise, that email could constitute an enforceable contract. Similarly, if a customer texts you to confirm a bulk purchase, that text may be legally valid.
You have less protection through informality. Retailers who've relied on the "it's not in writing, so it doesn't count" defense may no longer have that option when disputes arise.
Documentation practices matter more. Clear email trails, order confirmations, and message records now carry legal weight. Sloppy communication could create unintended obligations.
The law took effect upon enactment of HB195. However, Section 1316.201 includes transitional provisions: any transactions that occurred before the bill was enacted are still governed by the prior law. This means older disputes won't be reopened, but all new transactions fall under the new rules.
Review how you currently document sales and purchases. If you rely on email or messaging to confirm orders, understand that those communications now carry legal weight. Make sure your standard practices—order confirmations, pricing agreements, delivery terms—are clear and consistent. If you prefer to maintain traditional paper contracts for high-value sales, you can still do that; the law simply allows electronic records as an alternative.
This change aligns Ohio with modern business practice, but it shifts the legal landscape. Retailers who treat digital communication casually may find themselves with unexpected contractual obligations.
For a detailed, retail-specific guide to HB195's contract provisions, contact your local chamber of commerce or trade association.