Occasionally, a client will ask a question about a signature:
“Can I sign a document on someone else’s behalf?”
“Is an electronic signature or stamp just as good as one in original ink?”
These are reasonable questions and important ones to any business.
A “signature” is defined as a “person’s name or mark written by that person or at the person’s direction.” The legal significance of a signature is that it is “used with the intention of authenticating a document.” As the Pennsylvania Commonwealth Court put it, in the context of a bid, the “signature on the bid is the most essential and material element of the bid document because, without a signature, there is no bid, i.e. no offer that the Commonwealth can accept or enforce.”
The general rule in Pennsylvania is that contract documents can be executed by a written, printed or stamped signature provided there is a present intent to authenticate the writing. “A person can adopt as his signature anything which he cares to identify as such, so long as there is intent that it be his signature.”
A signature can be handwritten, stamped, a facsimile copy, or electronic unless the document or the law requires something more. For example, some Department of General Services bid or proposal instructions state that the “signature shall be in ink.” Where the signature is used to make a last will and testament, the law has developed stricter standards. In Pennsylvania, where a person is unable to sign his name to his will, two witnesses must be present to witness the person make a mark or authorize another person to sign on his behalf.
There you have it. Generally speaking, your signature does not have to be in ink, it does not have to be legible, it can be a character, symbol, figure, or anything you wish to adopt. It can even be placed by another person provided it is placed at your direction. All that is required is the intent to be bound.
However, be certain that the intent to which you are agreeing to be bound is obvious. In a recent Pennsylvania Superior Court decision, an individual signed a lease agreement “[his signature] DBA/ZABALA BROKER, LLC” and tried to strike a personal judgment against him by arguing that he intended to bind the LLC, not himself personally. The Court held that since he did not identify himself as an officer, member or agent with authority to act on behalf of the LLC his signature on the lease resulted in his entering into the lease agreement in his individual capacity.