Do you have to have a Signature on your Contract? Is an E-Signature enough?

This comes as a surprise to some people: In New York, unless there is a special law that states otherwise, you can become bound by a contract, even though you have not actually signed it.  As long as you have somehow shown that you agree to the terms of the contract, you can be on the line.

But what if a signature is required, as for example, when executing a personal guarantee?  What is a signature?

The term signature includes any memorandum, mark or  sign, written, printed, stamped,  photographed,  engraved  or  otherwise  placed  upon  any instrument or writing  with  intent  to  execute or authenticate such instrument or writing.  (See New York General Construction Law Section 46).

This now includes electronic signatures, i.e. any electronic sound, symbol, or process, attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign a record (See New York State Technology Law Section 304).

(Some exceptions apply to electronic signatures, in other words, they can’t replace hand signatures in all cases, see Section 307.)

If this is all too complicated and ambiguous for you, you can say so and state in your contract something along the lines of:

This contract is not binding on the parties unless both parties have signed their handwritten signatures on the signature lines below.

Otherwise, learn how to get your electronic signature in this post.

About Imke Ratschko


Imke Ratschko is a New York Attorney helping small businesses, business owners and entrepreneurs with all things "Small Business Law," such as litigation, contracts, business owner disputes, shareholder and operating agreements, sale or purchase of a business, investors, and starting a business. You can reach her at 212.253.1027.

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