17th October, 2019
With the increasing focus of going paperless and being as digital as possible, it is no surprise that electronic signatures have at last been formally recognised.
On 4 September 2019, the Law Commission published a report detailing the law regarding the validity of electronic signatures. The report included the following:
- An electronic signature can be used to execute a document (including a deed) provided that the person signing the document intends to authenticate the document and any execution formalities are satisfied
- If one of the execution formalities is that the document must be signed “in the presence of a witness”, then this requirement must still be fulfilled even if the person executing the document and the witness are signing electronically
- An electronic signature is admissible in evidence in legal proceedings
- The common law adopts a pragmatic approach and does not prescribe any particular form or type of signature. The courts will use an objective approach to consider whether the method of a signature demonstrates an authenticating intention.
Email is now the most common method of communicating both internally and externally, often with a standard signature feature at the footer of the email.
In the recent case of Neocleous v Rees , it was decided that the automatic generation of the solicitor’s name, occupation, role and contact details on a footer at the bottom of the email was sufficient to result in a contract being formed.
Reasons for this decision:
- The footer that was used represented a conscious decision to use the signature tool on the emailing system.
- The Defendant’s solicitor had used the words “Many Thanks” before the footer. This showed a clear intention to connect the name with the contents of the email.
- The presence of the name and contact details was in the conventional style of a signature, at the end of the document.
Given the inherent dangers associated with the informality of emails, with the above ruling and formal guidance we recommend that you remind your staff of this development and the need to ensure that, where necessary, any limits of authority and sign-off are strictly adhered to.
If you require further information, please do not hesitate to get in touch with one of our commercial solicitors.
Please note that this briefing is designed to be informative, not advisory and represents our understanding of English law and practice as at the date indicated. We would always recommend that you should seek specific guidance on any particular legal issue.
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