Virtual signing

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Virtual signing
(n.)
Contracts: The conclusion of a written contract by means of the internet, where not all signatories are physically present.

Not to be confused with virtue signalling.

If you should contemplate signing legal documents “over the wiresÏ, rather than getting together to physically squiggle on parchment, give each other ornamental biros, pose for awkward photographs, peel off for a boozy closing dinner and so on — they were fun the good old days — then cave less you trade onionskin for the banana skin of Mercury Tax Group Limited v HMRC and bish the execution up.

If you play fast and loose with the form of execution, especially for deeds, you risk your contract failing altogether.

Law Society guidance

Now you might say this is just lawyers executing the “chicken licken” line-out call and collapsing to the turf clutching their face — JC would not disagree with you — but there is some Law Society guidance, here, to help you through the night. It is lengthy, turgid, qualified, studded with disclaimers and only gets to the point with great reluctance.

Mercury is an unappealed first-instance decision. You sense, the legal fraternity is — rightly, in JC’s opinion — a bit dark about it. The leading case remains the century-old Court of Appeal decision of Koenigsblatt v Sweet [1923] 2 Ch 314.

Recent developments

Note the more recent case of Bioconstruct GmbH v Winspear [2020] EWHC 7 which seems to support the Mercury case and cast some doubt on the arguments in the Law Society memo.

Awkward.

See also

• Signed, sealed, delivered
• Mercury Tax Group Limited v HMRC

References

If you should be contemplating signing legal documents electronically, rather than getting together to pore over parchment, give each other ornamental biros, pose for awkward photographs and so on — they were fun the good old days — then cave less you trade onionskin for the banana skin of Mercury Tax Group Limited v HMRC and bish the execution up.

Now you might say this is just lawyers executing the “chicken licken” line-out call and collapsing to the turf clutching their face — JC would not disagree with you — but there is some guidance put out by the Law Society to help you through the night.

As you would expect, it is lengthy, strains to get to the point and is studded with disclaimers and caveats. It is here.