What’s in a Name? Or More Specifically…What’s in a Signature?

It is common practice amongst practitioners in a contract dispute case to confirm the opposing party executed the essential documents to the transaction.  Execution equals assent to the contract.  But is the standard signature we think of, a cursive representation of our legal name, even necessary to create a contractual obligation?  In reality, it is not.  And lucky for us too because future generations may not even understand today’s concept of a signature.

A couple of years ago I had a contract dispute case where the opposing party was claiming the document was never signed and therefore no agreement was formed.  On the signature line the individual’s name was typed in block lettering, but not signed using the traditional cursive form of handwriting.  It made step back and wonder what exactly constitutes a signature.  Does it have to be a person’s name written in cursive?  Or could something else stand for validating a contract by “signing” it?  There must be more to assenting to a contract than cursive, since people have been entering into contracts for hundreds of years by simply placing an “X” on the dotted line.

What is a signature?  Black’s Law Dictionary defines “signature” as (1) a person’s name or mark written by that person or at the person’s direction, or (2) any name, mark, or writing used with the intention of authenticating a document.  Black’s Law Dictionary 1387 (7th ed. 1999).  “No particular form or words are required in an endorsement, because a signature may be made by the use of any name, including a trade or assumed name, mark, or symbol executed or adopted by a person with the present intention of authenticating a writing.”  6 Fla. Jur 2d, Bills and Notes § 98.  It would seem from these common definitions that the old cursive handwriting is not an actual requirement for a valid signature.

Today the increasing trend is allowing electronic signatures to stand in the place of the formal pen to paper signature.  You know what I mean, like when you fill out an application online and then type your name in a little box at the end of the application with the warning sign that entering your name will be your “electronic signature.”  On June 20 2000, the federal legislature signed into law the Electronic Signatures in Global and National Commerce Act.  This was the first piece of legislation that specifically addressed the validity of electronic signatures.  It states:

(1) a signature, contract, or other record relating to such  transaction may not be denied legal effect, validity, or enforceability solely because it is in electronic form; and

(2) a contract relating to such transaction may not be denied legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation.

15 U.S.C. § 7001(a).  This new law opened the doors for the electronic age of signatures to take hold and solidified the notion that an electronically signed contract was just as valid as the ink and paper form.

Florida courts agree that the standard representation for a signature, or even an electronic signature, is not always a requirement to becoming contractually bound to an agreement.  “A contract is binding, despite the fact that one party did not sign the contract, where both parties have performed under the contract.”  Consolidated Resources Healthcare Fund I, LTD. v. Fenelus, 853 So.2d 500, 503 (Fla. 4th DCA 2003).  The object of a signature is to show mutuality or assent, which can be shown in other ways, such as by the acts or conduct of the parties.  Id.  This case stands for the proposition that a signature, in any form, is not necessarily a requirement to a contractual obligation when a meeting of the minds has occurred.

I recently came across an interesting piece of information of which I was previously unaware.  As we progress into the new age of signing everything with your finger on a computer screen or using the /s/ with your name on legal filings, the use of cursive handwriting is becoming obsolete.  In fact, schools across the nation are eliminating handwriting as a subject and no longer teaching children how to write in cursive.  I remember the days of writing each letter of the alphabet over and over until I was able to perfect my cursive p’s and q’s.  Nowadays these lessons are not a requirement in the majority of states and often times are eliminated from elementary school curriculum.  In 2010, Florida adopted the Common Core State Standards for education, which does not require that cursive handwriting be taught to students.  In this modern technological age, where electronic signatures replace ink and paper, it is not surprising that schools have eliminated the need to teach cursive writing in favor of other more substantive subjects.  However, as a young professional who can still remember at least a small portion of my elementary school days, I was dumbfounded to learn the basic system of writing that supports how I sign my name every single day is no longer a requirement.

I suppose it is a good thing that an electronic signature, or even no signature at all, has become an acceptable form of validating a contractual agreement in Florida.  If not, what would the future hold for a new generation of business professionals whose response to the statement “Write your name in cursive” is “What’s cursive?”