Document execution sounds like a dry topic, but last-minute problems with execution can derail the most carefully-negotiated and documented transactions. In this increasingly digital age, the validity of electronic signatures is top of our list of FAQs, but more traditional questions as to the manner of execution never seem to go away. We hope you find our list helpful.
1. Electronic signatures - are they valid?
Under UK law, electronic signatures are widely defined and can include a pdf or image file of a signature which is sent by email as a substitute for the signatory actually signing the contract in person, or even the addition of a person’s name or initials at the end of an email (if it is clear that this is intended to indicate their personal authorisation of the email and all the other elements of a contract are present). In short, all these methods would potentially be valid means of executing a document (under the Electronic Communications Act 2000) but there are risks associated with them, such as:
- Impersonation: it is easy for someone to steal an image file or make their own copy, and pretend to be the signatory.
- Tampering: e-mail messages can be intercepted and it is easy to tamper with an electronic document without leaving any traces behind.
- Evidential considerations: in view of the above, there may be problems establishing that the signature is genuine and also that the signatory intended to be bound, should you need to rely on it in court.
To overcome these problems, there are commercial electronic signature products which make use of encryption technology and authorisation certificates, but these are not yet widely used.
If a "virtual" signature is required for timing or other practical purposes, it is safer to follow the Mercury guidance on virtual completions from the Law Society.
electronic signatures are ... potentially valid ... but there are risks associated with them