Legal Question in Business Law in New York

My company is considering purchasing pc's for our reps in the field in an effort to "go paperless" when signinig and processing new accounts.

(1) Our concern is the legally binding nature of an electronic signature and

(2) Which pc(s) provide the most secure and legal e-signatures.

Thank you.


Asked on 9/17/09, 9:49 am

3 Answers from Attorneys

Michael Green Law Offices of Michael B. Green, Esq.

There are actually several issues you should address besides the signature issue including pro-active steps to increase the speed and likelihood of getting these laptops back from an employee after they leave the company. In addition, you want to make sure the reps do not make any changes to your documents. I have very extensive experience with all of these issues both with the company for which I was their in-house General Counsel and for many clients. I can also assist you with the agreements with the hardware and software vendors. Please contact me at 5 1 6 -- 9 9 3 -- 4 3 5 7 or at computorney DOT com.

Thank you.

Michael

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Answered on 9/22/09, 9:59 am
Michael Markowitz Michael A. Markowitz, PC

To specifically answer your question:

Q. (1) Our concern is the legally binding nature of an electronic signature

A. As set forth in NY Jur.2d Contracts (2009), "The term “signature” is defined as including 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. An “electronic signature” is an 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 the record. An electronic signature may, unless specifically provided otherwise by law, be used by a person in lieu of a signature affixed by hand. The use of an electronic signature has the same validity and effect as the use of a signature affixed by hand. An unsigned contract may be enforceable, provided there is objective evidence establishing that the parties intended to be bound. It is not necessary that both parties sign a contract to make it an agreement in writing. If a person has accepted a written agreement and has acted upon it, he or she may be bound by it although he or she has not signed it. Where the parties to an agreement make signing a condition precedent to their being bound, there is no contract until they have signed, although all the terms have been agreed on. A contract may be signed on condition that it shall not take effect until others have signed it. Where a form contract is signed with unfilled blanks, and one party fills in the blanks contrary to the authorization of the other party, the latter is not bound thereby" (citations omitted).

Therefore, to answer your question, an electronic signature is legal.

Q. (2) Which pc(s) provide the most secure and legal e-signatures.

A. In terms of "most legal", any one PC is not more legal than any other. In terms of security, you should talk to a computer technician.

Mike.

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Answered on 9/22/09, 10:21 am
Allen Kaplun Kaplun and Associates

In addition to New York Law, Electronic Signatures are valid pursuant to the Federal Electronic Signature Act. This act allows you to freely conduct business nationwide and online without worrying whether the document was signed.

As for recommending a PC, you should instead look into companies that facilitate electronic signatures and maintain a repository (e.g. eOriginal.com, Assursign.com, or DocuSign.com).

I hope this helps...

Allen

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Answered on 9/22/09, 12:07 pm


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