The Mercury case as a first instance decision should be viewed as limited to its particular facts and, to the extent inconsistent with Koenigsblatt (a Court of Appeal decision), the Koenigsblatt decision should prevail. Nevertheless, on a cautious assumption that the Mercury case may have application beyond its specific facts, the JWP considered that contracts can be circulated for signature by email and summarizes the appropriate procedures and options for execution requirements for virtual signing and closing under English law. 2.1 Option 1: Returning by e-mail the entire document and the signed signature page Suitable for deeds, guarantees and other simple contracts When the documents are finalized, the final execution copies should be emailed to all the parties and/or their lawyers. For convenience, a separate document containing the relevant signing pages may be attached. After each signatory prints and signs the signature pages, each party should return a single email to its lawyer or the lawyer co-ordinating the virtual signing or closing attaching: the final version of the document (which can be copied from the execution email which was sent out earlier); and a pdf copy of the signed signature pages. In the case of deeds executed using this method, the email should make clear when delivery of the deed should take place, or alternatively, make clear that the deed should not be taken to be delivered merely because it has been signed and the above steps have been followed. At or shortly after signing (or closing), a final version of the document, together with copies of the executed signature pages, can be circulated as evidence of execution of the final document. An alternative to this method would be for each party to print out all the finalized documents, sign each on its signature page, and then return an email attaching the pdf version of the entire documents (including the signature pages). JWP considered that a single email attaching both the final version of the documents and the signed signature pages satisfies the requirement in the Mercury case that the signature and attestation are part of the physical “same document” when the deed is signed. It should be noted however that another original of the document with ink” “wet signatures of all the parties may be necessary if the document has to be filed or registered. 2.2 Option 2: Print off and sign signature page For all contracts not executed as a deed
The Mercury case as a first instance decision should be viewed as limited to its particular facts and, to the extent inconsistent with Koenigsblatt (a Court of Appeal decision), the Koenigsblatt decision should prevail. Nevertheless, on a cautious assumption that the Mercury case may have application beyond its specific facts, the JWP considered that contracts can be circulated for signature by email and summarizes the appropriate procedures and options for execution requirements for virtual signing and closing under English law. 2.1 Option 1: Returning by e-mail the entire document and the signed signature page Suitable for deeds, guarantees and other simple contracts When the documents are finalized, the final execution copies should be emailed to all the parties and/or their lawyers. For convenience, a separate document containing the relevant signing pages may be attached. After each signatory prints and signs the signature pages, each party should return a single email to its lawyer or the lawyer co-ordinating the virtual signing or closing attaching: the final version of the document (which can be copied from the execution email which was sent out earlier); and a pdf copy of the signed signature pages. In the case of deeds executed using this method, the email should make clear when delivery of the deed should take place, or alternatively, make clear that the deed should not be taken to be delivered merely because it has been signed and the above steps have been followed. At or shortly after signing (or closing), a final version of the document, together with copies of the executed signature pages, can be circulated as evidence of execution of the final document. An alternative to this method would be for each party to print out all the finalized documents, sign each on its signature page, and then return an email attaching the pdf version of the entire documents (including the signature pages). JWP considered that a single email attaching both the final version of the documents and the signed signature pages satisfies the requirement in the Mercury case that the signature and attestation are part of the “same physical document” when the deed is signed. It should be noted however that another original of the document with “wet ink” signatures of all the parties may be necessary if the document has to be filed or registered. 2.2 Option 2: Print off and sign signature page For all contracts not executed as a deed
Document-Execution-at-Virtual-Signings-and-Closings.docx