The short answer is "yes: if you have given somebody else authority to enter into or conclude the contract on your behalf". That person must also comply with relevant statutory requirements.
An interesting point was considered in Neocleous v Rees [2019] EWHC 2462 (Ch). The contract was contained in a string of emails. The purported signature of the solicitor, on behalf of the defendant, was by “automatic” generation of his name, occupation, role and contact details at the foot of the key email.
What is a signature?
The case raised a point as to whether this was adequate to render the document “signed” on behalf of the defendant within the meaning of section 2(3) of the Law of Property (Miscellaneous Provisions) Act 1989 (“the 1989 Act”). Do you need a paper and pen (or a facsimile of a handwritten signature), or will a computer generated name and details suffice?
The contract was one that had ostensibly been entered into in order to settle a dispute between the parties, before it went for hearing before a tribunal. The defendant then claimed that settlement terms had not been finalised, that the hearing should be re-listed, and that the contract did not comply with the requirements of the 1989 Act.
Section 2 of the 1989 Act
Section 2 of the 1989 Act stipulates, as relevant, that:
“(1) A contract for the sale or other disposition of an interest in land can only be made in writing and only by incorporating all of the terms which the parties have expressly agreed in one document or, where contracts are exchanged, in each.
...
(3) The documents incorporating the terms or, where contracts are exchanged, one of the documents incorporating them (but not necessarily the same one) must be signed by or on behalf of each party to the contract”.
Handwriting, or “Automatic” Footer?
The defendant argued that “signed” required a handwritten name (or at least a facsimile of handwriting), and that, accordingly, there had been no compliance with these formalities, because his solicitor’s purported signature was only by “automatic” generation in the footer at the bottom of the email.
His Honour Judge Pearce held that the contract had been “signed” on behalf of the defendant, within the meaning of the section, as the electronic signature met the statutory requirement for a document primarily due to the personalised email footer.
The judge held that the ordinary meaning of the word “signed” changed over time. He said, “Many an ‘ordinary person’ would consider that what is produced when one stores a name in the Microsoft Outlook ‘Signature’ function with the intent that it is automatically posted on the bottom of every email is indeed a ‘signature’.”
HHJ Pearce nevertheless went on to say that “The sounder guide to whether it in fact is a signature is the test … namely whether the name was applied with authenticating intent”.
On the point that the signature was added “automatically”, HHJ Pearce said that the use of the word “automatic” may tend to mislead. The footer had been added to every email by a conscious action by somebody at some point putting the relevant information into the settings on Microsoft Outlook; and the solicitor knew that his name was added to the email. Accordingly, and looked at objectively, the presence of the name indicated a clear intention on the part of the solicitor to associate himself with the email – to authenticate it or to sign it.
Concluding Comments
HHJ Pearce made it clear in his judgment that here was an unattractive aspect to the position taken by the defendant. Its solicitor was left in an embarrassing position, cross-examined in court, and he readily accepted that his client had given him instructions to accept the offer. On the face of it, the defendant’s position therefore appeared to be trying to use a technical defect in formality to renege upon a deal reached during litigation, with a court hearing vacated on the assumption that the case had been settled.
The judge nevertheless recognised that the issue before the court was one of principle. The case should not be decided on the basis of the court’s attitude to the stance taken by the parties. A technical defence is as good a defence as any, and should not be dismissed on that basis.
The court, nevertheless, took a modern approach to interpretation of the word “signed” - all the more important in an age where paper and pen are taking second place to computers and emails.
Quill pens are being consigned to history …