The word “signature” involves the application of someone’s name to a document. However, an automated signature machine can be used to reproduce a signature, using any writing instrument, on any surface that can be signed by hand. Are such signatures valid? Or must the signatory sign a document manually in order to make it legally effective?
Ramsay v Love [2015] EWHC 65 (Ch) illustrates the risks attached to the use of such machines. It concerned a lease that appeared to have been executed by a corporate tenant and its guarantor. The director who “signed” the lease on behalf of the company also “signed” the lease as the company’s guarantor, but it subsequently emerged that his signatures had been generated by a signature writing machine.
The individual concerned, a celebrity chef, had entrusted the use of the machine to members of his staff under the supervision of his father-in-law, who was also his business manager. Following the dismissal of his father-in-law, the chef disclaimed the personal guarantee on the ground that his signature as a guarantor had been added to the lease without his knowledge or authority.
Anyone who had hoped for a definitive ruling on the validity of a signature affixed to a lease in such circumstances will be disappointed; the court was not required to consider this. The judge simply noted that the parties had accepted that guarantors do not have to sign guarantees with a pen held in their hand and that, if the chef had operated the machine himself, or had expressly authorised its use for this purpose, then the guarantee would have been effectively signed by him.
Some authorities suggest that a document is “signed” only when an individual signs it with a pen in his hand: Firstpost Homes Ltd v Johnson [1995] 1 WLR 1567 and Goodman v J Eban Ltd [1954] 1 QB 550. However, the judge observed that such statements were not designed to distinguish between signing by use of a pen held in the executing party’s hand and use of a signature writing machine.
The judge also noted that section 1(3) of the Law of Property (Miscellaneous Provisions) Act 1989, which requires deeds to be witnessed, had not been raised, no doubt because a guarantee can be entered into as either a contract or a deed. In addition, section 4 of the Statute of Frauds Act 1677, which requires guarantees to be written and signed, did not apply because the “guarantee” given in this case was a “guarantee and indemnity” and section 4 does not apply to contracts of indemnity.
So the case turned on whether the chef knew that the machine was routinely used to place his signature on legal documents, and on whether his father-in-law’s authority to act on his behalf was wide enough to commit the chef to such a guarantee. The judge assessed the evidence, answered both these questions in the affirmative and upheld the guarantee.
Technological advances have provided us with new ways of signing our names. Some will prefer to stick to handwritten signatures on documents to avoid the difficulties so graphically illustrated in this case. Others will prefer to move with the times, which means that problems like this will not go away. Meanwhile, practitioners wait with bated breath for a decision on the validity of a scanned version of a document, the original of which bears a handwritten “wet-ink” signature.
Allyson Colby is a property law consultant
