## Facts

- IO Moonwalkers, Inc. sold hoverboard scooters and obtained credit-card processing services from Banc of America Merchant Services, LLC (BAMS) through a merchant-services agreement delivered and executed via DocuSign.
- The agreement required Moonwalkers to reimburse BAMS for customer chargebacks tied to fraudulent credit-card transactions.
- After significant chargebacks, BAMS billed Moonwalkers under the reimbursement provision; Moonwalkers sued, asserting it was not bound because it never signed the contract.
- BAMS produced DocuSign audit records showing the agreement was emailed to Moonwalkers’ company email and was viewed and electronically signed, with later access to the fully executed version.
- Moonwalkers did not dispute the accuracy of the DocuSign records and did not deny that the contract materials were received or viewed, but asserted a BAMS salesperson must have signed on Moonwalkers’ behalf without permission.
- BAMS also produced later communications referencing the agreement and requesting contract-required actions (including providing documentation); Moonwalkers complied and continued using the processing services without objecting that no valid written contract existed.
- The owner submitted affidavits alleging unauthorized execution but offered no explanation for how BAMS could have accessed Moonwalkers’ email or manipulated the DocuSign workflow.

## Issues

1. Whether an order granting partial summary judgment, certified under Rule 54(b), was immediately appealable.
2. Whether Moonwalkers was bound to the electronically executed merchant-services agreement because its subsequent conduct ratified the agreement even if the initial electronic signature was unauthorized.

## Decision

- The appellate court exercised jurisdiction, holding the Rule 54(b) certification permitted immediate review of the partial summary judgment order.
- The court affirmed partial summary judgment for BAMS.
- Assuming arguendo the electronic signature was unauthorized, the court held the undisputed evidence showed Moonwalkers ratified the agreement through continued performance and acceptance of benefits with notice of the contract’s existence.

## Legal Principles

- A party ratifies an unauthorized act done on its behalf when, with knowledge or reason to know of the material facts, it manifests assent or accepts the act’s benefits, becoming bound as if the act had been authorized from the start.
- Ratification may be established by conduct, including performing obligations referenced in the agreement and continuing to accept contractual benefits without timely objection.
- A dispute about who clicked an electronic signature does not create a triable issue if undisputed post-execution conduct establishes ratification as a matter of law.
- Traditional contract and agency doctrines, including ratification, apply to contracts formed and evidenced through electronic-signature platforms and related audit trails.

## Conclusion

The court affirmed a Rule 54(b)-certified partial summary judgment, holding that the merchant was bound to the DocuSign merchant-services agreement because its post-execution conduct—continued use of services and compliance with contract-referenced requests with notice of the agreement—ratified the contract despite claims of unauthorized electronic signing.


IO Moonwalkers, Inc. v. Banc of Am. Merch. Servs., LLC, 814 S.E.2d 583 (N.C. Ct. App. 2018)