Signing and dating legal documents

Posted by / 23-Dec-2017 11:37

In order to clarify the legal position, guidance has been issued by the Law Society Company Law Committee and the City of London Law Society Company Law and Financial Law Committee.

This guidance should be borne in mind when making arrangements for closings or signings, especially where some parties are looking to sign documents virtually because they are unable to attend the meeting in person.

Simple contracts and deeds typically contain a clause expressly allowing the document to be executed in counterparts.

There are often difficulties, especially for larger international contracts, in getting all signatories to a contract together in one room to sign the contract.

Only a legal entity -- such as a person or incorporated organization -- can sign a contract.

You can't, for example, sign a contract using the name of an unincorporated business.

A contract is made binding on the date that both parties intend that it is to come into effect, which is typically evidenced by both parties signing the agreement.

Deeds can also be advantageous even when they are not strictly required by law.

Furthermore, physically posting the contract between the parties may be prohibitively slow.

To avoid these difficulties, it is possible to sign a contract "virtually".

That is, the signature pages are prepared and executed in advance and the signatures are "released" upon mutual agreement, often given by email.

However, there has been some controversial English case law suggesting that, in some circumstances, contracts and deeds executed virtually may not be enforceable.

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In short, the safest course for both simple contracts and deeds is for the parties to exchange by email pdf copies of executed signature pages together with – in the same email - a Word or pdf version of the whole agreement that has been executed.