I signed an electronic signature for an employment non compete agreement. Is this a valid legal signature?



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Question:

I’m an independent sales representative. I agreed to represent a new product line by email; the company sent me an email with the terms and I just “replied” saying I accepted. However, I didn’t use any sort of “digital signature” software and I never printed off the agreement and signed hardcopy by hand. Just a few days later, I received an opportunity to rep for a bigger company with a better product line, but the terms I agreed to include a non-competition clause lasting for 6 months after termination of representation. If I never really signed the agreement but just replied to an email, is it still valid?

Answer:

Unfortunately for you, it is. Electronic signatures are generally valid; for example, the federal Electronic Signatures in Global and National Commerce Act (usually called the “E-Sign Act” or some variant of that) says that

 

  • (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.

Similarly, the Uniform Electronic Transactions Act, which has been adopted by most states, makes clear that electronic signatures are equally valid as manual ones. Neither law imposes any particular format on the signature, so the fact that you did not use a “digital signature” doesn’t affect the fact that you can be deemed to have signed a contract by email.

Now, some electronic signatures—like your simple email reply—may be invalid because they can’t be authenticated, or proven, adequately as determined by electronic signature law; if instead it had been your position that it was not you who had sent that email, then you might be able to prove that it was not your signature. That’s the purpose of digital signatures—they contained special cryptographic (think “code”) features that help ensure they can be matched to a person and authenticated. Since they are more secure, anyone who does much in the way of business or commerce electronically should have one, and the availability of free digital signature software makes this very affordable and easy.

Getting back to your situation: even in the absence of a digital signatures electronic, if your free electronic signature—including something as simple as “I accept” by email—can reasonable be shown to be your signature, an agreement “signed” that way is typically enforceable. (You don’t mention which state you are from and there are state-by-state variations, but the general rule is to enforce electronic signatures.) It is therefore very likely that you can be held to the terms of the noncompete.

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