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-{{g}}Evidencing [[offer]] and [[acceptance]] of a [[contract]] using digital authentication technology. A topic that for all the current excitement relating to matters digital and artificially intelligent, receives less attention than it really should. For a properly implemented digital execution strategy will yield productivity and data control benefits out of all proportion to the simplicity of the technology, and certainly will have a bigger day-to-day impact on productivity then chatbots, natural language processing or machine learning.
+{{a|g|[[File:Fountain pen writing (literacy).jpg|450px|frameless|center]]}}[[Electronic execution]] is the process of gathering evidence of [[offer]] and [[acceptance]] of a [[contract]] using digital authentication technology. ''Not'' just pasting a jpeg of your scanned signature onto a [[Adobe Acrobat|pdf]].<ref>That, by the way, is ''une borné idée''.</ref>
-===But does it work, legally?===
+This unglamorous, but important, topic usually gets swamped by modish [[A.I.]] [[yogababble]] — though old [[Jolly Contrarian|Mystic Meg]] here predicts that might change in 2020, with the planet’s entire [[Negotiator|negotiation capability]] [[Coronavirus|sequestered in box rooms and attics]], without any other means of executing completed legal contracts.<ref>Without electronic execution, the completion-rate [[MIS]] is going to go to ''hell'', man.</ref>
-Cue voluminous, sombre, [[tedious]] monographs on the legal effectiveness in different jurisdictions of electronic signatures.
-But  — unless your [[Financial instrument|instrument]] is a [[deed]] or [[lease]] or has peculiar formal execution requirements — most confirmations and instructions which pass between the operational teams of financial institutions don’t—it really needn’t be that complicated. Generally, digital signatures are fine and, in many respects, ''better'' than a handwritten signature, especially a scanned, emailed [[facsimile]] of a handwritten signature which could easily have been forged.
+For a properly-implemented electronic execution programme will not just keep your [[ISDA ninja]]s safe from [[Coronavirus|pandemic]], but will yield productivity and data control benefits exceeding all business projections.<ref>Until, after six months, everyone just takes them for granted, like usual.</ref> This, [[Jolly Contrarian|Mystic Meg]] feels, will be far more ''[[transformative]]'' than the slew of useless [[chatbot]]s the [[general counsel]] keeps wittering on about or, for that matter, the forthcoming [[Singularity]], in which said [[chatbot|chatbots]] will take over the planet and convert our weeping [[Meatsack|fleshsacks]] into juice for their batteries.
-For a signature – ''any'' signature — is simply a means of gathering and recording evidence and that your counterparty agreed to your transaction or gave the instruction that your records say it did. It is an [[audit]] trail. It is [[due diligence]]. You will only need it if you wind up having an argument with your counterparty about your [[contract]]. The moment your counterparty denies signing your contract, is the moment you pull out your dog-eared copy of its signature — or your fully authenticated, time-stamped, digital representation of its authorised officer’s agreement. Are
+That is to say, [[electronic execution]] is much-needed and long-overdue innovation. One we don’t talk about much. It’s just not ''sexy''.
-So your key question, always, is “how confident do I feel that this instruction/consent is genuine, so I can prove it to a court later if I need to?” Where you have a digital signature, in most cases (other then deeds) the natural answer ought to be “very”, or at least “quite”.
+Now, before allaying the usual pat paranoid fears about it, a brief indulgence in the [[common law]] [[jurisprudence]] of the [[contract]]:
-It doesn’t matter if it is a hand-inked signature scratched on onion skin with a quill and waxen seal, or a two-factor-authenticated digital signature or, for that matter, a series of unambiguous semaphore messages from a person atop a distant hill whom you sincerely and plausibly believe to be your client. If it ''is'' your client, and you have a record of its assent, however communicated to you, it will be hard for your client later to claim the contrary.
+{{contract vs document}}
+===But does [[electronic execution]] ''work''? Is it ''legal''?===
+TL;DR: ''Yes''.
+But cue voluminous, [[tedious]] monographs on its legal effectiveness in different jurisdictions and for peculiar contract forms.<ref>The [https://www.lawcom.gov.uk/project/electronic-execution-of-documents/ UK Law Commission], as recently as March 2020, for example.</ref> These are mainly confined to where a local jurisdiction prescribes some arcane ''form'' to the way one enters into a special ''type'' of contract — one relating to the conveyance of real estate, for example, or a [[deed]].
+So  — unless your [[Financial instrument|instrument]] is one of those peculiar contracts with formal execution requirements — and most [[confirmation]]s, instructions and even master trading agreements which pass between the operational teams of financial institutions won’t be<ref>Exception: anything signed as a [[deed]]: [[security financial collateral arrangement]]s tend to be, for example, or [[trust deed]], [[guarantee]] or a [[master agreement]] ''containing'' a [[security interest]], such as a [[prime brokerage agreement]].</ref>  — it needn’t be that complicated. Generally, a [[digital signature]] will be fine and, really, ''better'' than a handwritten signature, especially a scanned, emailed [[facsimile]] of a handwritten signature which can easily be forged.
+Now. ''Any'' signature is simply a means of gathering and recording evidence that the person providing it agreed to the contract or gave the instruction that it sits under. It is an [[audit]] trail. It is [[due dilly]]. You will only need it should your counterpart ''deny'' it agreed to the [[contract]], or gave the instructions. In most contexts that arise between professional financial services firms, this is highly unlikely to happen. The argument will not be to the ''fact'' of the contract, but to its ''terms'', the ''meaning'' of those terms, and what informal accommodations the parties subsequently made to each other that might ''modify'' those terms.
+Parties tend not to deny the existence of contracts they have been happily performing until the moment of the dispute. The moment one does is the moment where the other’s counsel, {{jerrold}}, pulls out the contract, slaps it on the registrar’s desk and points his fat little fingers at the parties’ ''signatures''.
+So how would {{jerrold}} feel were his dramatic reveal not a dog-eared [[contract]] with a hastily-appended scribble on it, but a time-stamped, [[distributed ledger]]-registered digital record auditable back to the two-factor authenticated assent of each counterparty’s authorised officer? Most well-adjusted [[legal eagles]] would say, “rather better”.
+It doesn’t matter if it is a hand-inked signature scratched on onion skin with a quill and sealed with a waxen crest, a two-factor-authenticated digital signature or, for that matter, a series of unambiguous semaphore messages from a person atop a distant hill whom you sincerely and plausibly believe to be your client. If it ''is'' your client, and you have a record of its assent, however communicated, it will be hard for your client later to claim the contrary.
+{{sa}}
+*[[No oral modification]]
+*[[Parol evidence]]
+{{ref}}