What is the Signature Page of a Contract?
At the end of contract agreements, you will often find a signature page. The signature page is a page that contains the signatures of both parties, their names typed in and their titles in organization charts. The signature page signifies when the parties to the contract have reviewed all pages and together agree to the terms of the contract. A signature page can often be found at the end of multiple-page contracts rather than on a per-page basis.
A signature page is an important page because it signifies that the persons signing the contract on behalf of their respective organizations have authority to do so and have reviewed the entire agreement and further agree to the terms and conditions contained within the contract . You may find a signature block on the same page as the words for the agreement, or you may find it separately at the end of a separate page. A complete original copy of the contract will typically have an original signature for both of the parties to the contract. An original signature means that the actual, physical copy of the agreement has the original signature of the party signed to said page. A duplicate original copy of the contract will have a photocopy of the signed original signature page – in some instances, the original and duplicate original pages of a contract may be electronically scanned and sent via email and you may sign and scan a color copy (not a black and white photocopy), and electronically send back – to be recorded as the "original" copy.
What Does a Signature Page Contain?
Typically, the essential components of a signature page are a line for each party’s signature (which may or may not include the party’s name and signature block), a line for each party’s typed name, whether as a condition precedent to signing or afterwards, details regarding the signatures, such as the party’s title and/or capacity (if the signatory is signing individually, not on behalf of an entity), the date on which the agreement was executed (not the date it was signed), and finally, a line for each party’s initial (the last element) or a provision stating that the parties have agreed to apply special significance to their initials. A reasonably lawyer should attempt to complete all of these requirements when signing a client contract for his personal approval, and when the need arises, he should do likewise in regards to his client’s approval. It should be noted that signatory parties may have more than one requirement for an initial in order to complete the process.
Contract Signature Page Legal Significance
Legal Considerations of the Signature Page
The fundamental purpose of the signature page in a contract agreement is to give legal effect to the terms and provisions contained in the body of the agreement. The legal effect of a signed and executed contract agreement is to "fix the legal rights and duties" of the parties to the contract (see, e.g., Donovan v. RRL Corp., 26 Cal.4th 261, 266, 109 Cal. Rptr. 2d 807, 26 P.3d 779 (2001)).
The underlying question is whether the terms and provisions of the contract agreement contain sufficient information and detail necessary to supporting a finding that the agreement is enforceable. The more detailed the contract agreement, and the more information it contains, the more likely it will be held binding and enforceable.
While there is no requirement that the contract agreement – as provided through the signature page – be signed by both parties at the same time to be legally binding on both parties, it can factor into the analysis. The case, Rekhter v. State of Washington Department of Soc. & Health Servs., 180 F.3d 1291, 1298-1301 (9th Cir. 1999), reviews the evolution of the modern contract under common law.
The case provides key considerations for determining whether a contract agreement is binding and enforceable:
Rekhter v. State of Washington Department of Soc. & Health Servs., 180 F.3d 1291, 1298-1301 (9th Cir. 1999).
Common legal issues and associated risks and penalties can impact a contract agreement. These should be considered in the context of the signature page and as part of the entire contract agreement:
The contract agreement and signature page is a vital part of the contracting process. It provides for a contractual requirement that supports the legal foundation of the relationship between the parties. Therefore, it is important to carefully draft each and every aspect of the contract agreement, including the signature page.
Contract Signatory Page Execution Best Practices
To ensure the legality and authenticity of a contract agreement, it is essential to follow best practices when executing a signature page. Here are a few steps to take to avoid any issues during this phase of the process:
Get It In Writing
Before you sign any contract agreement, make sure that it is in writing and that you have read every line in the agreement. While verbal agreements may be legally binding, they can often be difficult to enforce without documentary evidence stating the agreement.
Verify the Signature
After reading the agreement and being certain that you understand it, it is vital to verify the parties who will be signing the document. If there are any doubts, do not hesitate to ask for identification or further verification. For companies or organizations, confirm that the individuals who will be signing the agreement are authorized to sign it .
Use a Witness
There are some instances in which you may need to have a witness available to verify the authenticity of your signature and provide additional information on the contract agreement. This witness may include your legal team, a licensed notary, or another individual of your choosing. Be sure to have documentation proving that your signature was authentic and valid.
Get It Notarized
In some cases, especially when signing an affidavit or other legal document, individuals will be required to have their signature on the document notarized. A public notary is a public officer who verifies the identity of individuals who sign documents, usually for the sake of preventing fraud, and keeps track of personal signatures. Notaries can be found at most banks, libraries, and in other public places.
If you are not sure whether or not you need to use a notarized signature, don’t hesitate to ask your legal counsel for guidance on what is appropriate for your situation.
Signature Page Common Mistakes
One of the most common mistakes I see is the signature page at the end of a contract being unsigned and incomplete. Don’t treat the signature page of your contract as an afterthought. Signature pages are so often unsigned or left incomplete that non-compliance with its terms can be used as a defense to an alleged breach of the agreement. In other words, it’s often better to have no contract than to have one that’s not signed and void. If you forget to include the last signature page, get that page appended and initialed by the folks who previously signed.
Even once the signatures are onto the page people often forget to include the signatories’ titles if the signatures are made on behalf of companies and corporations. A shareholder signing on behalf of a corporation should indicate whether they are signing as a director, the President, etc. Similarly, a principal of a real estate partnership signing on behalf of the partnership should indicate whether they are, e.g., the General Partner, Limited Partner, etc. Sometimes it’s sufficient just to use the title of the entity in the signature line (e.g. "ABC Company, Inc.") but including the title of the signatory along with it is always safer.
Another common mistake is forgetting to date the signature page. Signatures usually need to be contemporaneous to the rest of the contract, but failing to include only the date may be used as a defense to an alleged breach of an agreement.
Finally, check to make sure the signatories are the correct ones. Often, you will want a company official signing on behalf of the company rather than having the contract signed by shareholders or members. If the Board of Directors or Board of Managers has approved the signature, and if you’re not entirely sure, ask that you receive written proof of that authorization before the signature page is appended to the contract.
The Future of the “Electronic” Signature Page
Evolution and the Future of Digital Signature Pages
For much of contract consignment history, the concept of the "wet" signature atop a document has played a crucial role in the completion of contract agreements. However, that may be changing. Due to the increasing focus on cloud-based contract management solutions, many companies have turned to digital signature software to streamline their procedures. Digital signatures and electronic contracts are designed to alleviate some of the primary burdens associated with traditional contracts, including time delays and the inefficient paper trail.
What are Digital Signatures?
Digital signatures employ the use of public key infrastructure (PKI) to ensure two parties share an encrypted connection over a tamper-proof source. When completed, the digital signature indicates that the signer has agreed to the terms of the contract and cannot later sign a different version without the other party receiving an alert about the change. The digital signature technology enables a number of capabilities that help contract management companies meet their goals. Eliminating the use of paper contracts translates to a lower carbon footprint, faster contract consignment and a more streamlined contract management process overall.
Company Benefits of Electronic Contracts
The ability to deploy an electronic contract still presents inherent challenges. In particular , certain business operations must take place in person and require physical paperwork for signature (e.g., selling a car). Companies also need to overcome customer apprehension about their security and privacy while adopting a digital signature solution (issues that can be addressed with proper online education). However, once organizations implement an electronic contract solution into their workflow, they benefit from the following advantages:
Legal Acceptance of Digital Signatures
The evolving nature of digital signature technology has been ground-zero for heated debate, and many companies initially struggled to determine whether a digital signature was even legal. The good news is that regulatory provisions such as the E-Sign Act make it clear that electronic signatures carry the same weight before the law as an ink signature. The law has even opened up more opportunities for companies to use electronic contracts—for example, companies are now permitted to send e-contracts to clients who have not opted out of the process, whereas they previously needed to gain consent beforehand.
Acceptance of digital signatures is also growing at a rapid pace on a global scale, as more countries realize the value of adopting digital signature technology.
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