Q&As

Is there a risk that if a contract was signed by electronic means and it does not have a counterpart clause, that it could be argued that the contract has not been executed correctly?

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Published on LexisPSL on 06/09/2016

The following Commercial Q&A provides comprehensive and up to date legal information covering:

  • Is there a risk that if a contract was signed by electronic means and it does not have a counterpart clause, that it could be argued that the contract has not been executed correctly?
  • Requirement for counterparts wording

Is there a risk that if a contract was signed by electronic means and it does not have a counterpart clause, that it could be argued that the contract has not been executed correctly?

For the purposes of this Q&A, we have assumed there is a provision stating that an agreement may be executed in counterparts and that each signed counterpart is to be treated as an original in relation to a simple contract signed purely electronically. For information on a situation where a contract is being signed in hard copy and copies of the document are circulated electronically, you may find it useful to refer to Practice Note: Virtual execution of documents.

This Q&A covers business-to-business contracts for services entered into by persons within England & Wales for (UK incorporated) companies based in the jurisdiction. For the purposes of this Q&A, it is assumed that no foreign or conflict of law issues apply and that the contracts and their formation are exclusively governed by English law and solely enforced in the English courts.

Requirement for counterparts wording

As indicated in Practice Note: Electronic signatures, although it is customary for all kinds of commercial documents to be signed, English law does not require signature for simple contracts to have legal effect except for a number of specific categories of

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