Today, in the face of a global pandemic, we see businesses having to shut down physical operations and lean into virtual processes.
Contracts that ordinarily would have been physically signed and sent are now being electronically executed.
Ever wondered whether electronic signatures are legally acceptable in Nigeria?
This article answers this question.
First of all, what really is an electronic signature?
An electronic signature is simply an electronic process which signifies consent to a transaction or terms of a contract.
It can take various forms such as scanning a handwritten signature, signing a soft copy of a document with a stylus pen or finger on a touchscreen, the click of ‘I consent’ or ‘I accept’ button, personal identification number (PIN), biometrics, or a typed name at the end of an email or signature.
As the world evolves and global standards of contract change, Nigerian legislation is gradually accepting the use of electronic signatures on some legal documents and registration processes. For instance, trademark registration in Nigeria can be processed using electronic signatures.
What does Nigerian law of contract say about the use of electronic signatures on contracts?
Under Nigerian law, a written signature is not necessarily required for a valid contract – contracts are generally valid if certain elements are present i.e. offer, acceptance, consideration, intention to create legal relationship and capacity to contract.
Signing a contract signifies an authentication of the contract and that such person holds himself/herself out to be bound or responsible for the contents and performance of such contract.
Therefore, while a contract may not necessarily need to be signed to make it valid, each party’s signature on the contract represents their acceptance and intention to be bound by the contract.
Electronic signatures are admissible and enforceable in Nigeria. The Evidence Act 2011 provides that where a rule of evidence requires a signature or provides for certain consequences if a document is not signed, an electronic signature complies with that rule of evidence.
It goes further to provide that an electronic signature may be proved in any manner, including by showing that a procedure existed by which other parties to the transaction can verify that an electronic record is that of the person e.g a digital signature app, the signature is forwarded by the usual email of that person signing, a comparison with an existing signature of the signer, etc.
Situations that necessitate the use of electronic signatures
- Where an in-person or physical signing poses certain safety risks – such as is the case in the current Coronavirus pandemic.
- Where any of the parties to the contract are physically far from the other or working remotely.
- Where the cost of getting physical documents to the other party is way above what’s reasonable.
- Where all the signing parties agree to use electronic signatures
The benefits of using electronic signatures where possible include cost and time savings, enhanced customer service, reduced paper waste, and quicker turnaround times on executing documents.
As a business owner, you can have your employment contracts, non-disclosure agreements, sales agreement, distribution agreement and other commercial agreements electronically signed.
Technology tools for electronic signatures.
In order to sign your contracts electronically, some apps you can use include – HelloSign, AdobeSign, DocuSign, SignEasy, Signable and many more others.
While some of these apps are free for the first few months before you are required to make any form of payment, some require that you pay a subscription fee before you can use them.
Having the option of executing your contracts electronically sounds great but some downsides to this may be where you have to purchase expensive software and where you have non-tech savvy clients. In all of these, as you decide to lean into the world of electronic signatures, do not forget to make your contracts air-tight so you are indeed electronically signing a valid contract.