Legal Memorandum: Digitization and Destruction of Paper Contracts

Issue: Other than satisfying the Best Evidence Rule, what are other considerations facing an Ohio company that seeks to digitize its original paper contracts and destroy the paper copies?

Area of Law: Business Organizations & Contracts, Litigation & Procedure
Keywords: Statute of limitations; Contract digitization; Destruction of paper copies
Jurisdiction: Federal, Ohio
Cited Cases: None
Cited Statutes: 26 U.S.C. § 6501, § 6502; ORC Ann. § 2305.06; ORC Ann. § 1302.98; U.C.C. § 2-725; 17 C.F.R. § 210.2-06
Date: 04/01/2015

To the extent that documents relate to taxes, the Internal Revenue Service (IRS) has three years after a return was filed to assess a tax, 26 U.S.C. § 6501, and the IRS has ten years to act, by levy or court proceeding, on the assessment.  26 U.S.C. § 6502.  The United States may also pursue erroneous refunds within two years of making the refund or five years of the refund involved fraud.  26 U.S.C. § 6502. 

With respect to contract actions in Ohio, Ohio imposes an eight-year statute of limitations on contract claims generally.  ORC Ann. § 2305.06.  However, for contracts relating to sales, Ohio applies the Uniform Commercial Code standard of four years (which may be reduced to one year by agreement of the parties).  ORC Ann. § 1302.98 [U.C.C. § 2-725]. 

Finally, Sarbanes-Oxley (SOX) requirements may apply.  SOX imposes a seven-year requirement on audit-related documents.  17 C.F.R. § 210.2-06. 


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