Print-sign-scan': Risky and not legally valid!

21 May 2022

On 2 February 2022 (ECLI:NL:RBAMS:2022:793), the District Court of Amsterdam held that a pasted plate (a normal electronic signature) was not valid and ordered the claimant to prove its validity.

Print-sign-scan': Risky and not legally valid!

An agreement contains the arrangements parties have made. This is also the case in a settlement agreement between Rituals and its franchisee. This settlement agreement was drawn up to terminate the franchise agreement. After signing by all parties, the franchisee sent a scanned copy by email to Rituals, to dispute the signing afterwards.

Signing a contract is not only a ceremonial act of closure. It also has a crucial evidential aspect: Validly signing a contract gives it binding evidential force between the parties to the contract. That is very nice if a dispute arises afterwards. After all, you then no longer have to litigate whether there is has been signed at all, but only about the content. signed at all, but only about the content of what has been agreed.

The court found that the franchisee strongly disputes that the settlement agreement was signed by franchisee. Next, the franchisor has to prove that this is indeed the case. The burden of proof is therefore on the plaintiff, not on the one who denies.

Without a doubt, it will be a great challenge for Rituals to prove this. All the more so, because there were apparently no (clear) indicators that the franchisee did not agree to the conditions as set out in the settlement agreement. The foregoing clearly shows The foregoing clearly shows that carefully signing an agreement is a crucial step in successfully entering into a contract. This should not be taken lightly. The costs for Rituals could run into millions, because the contract was successfully contested by the franchisee.

You can also question the current practice (yes, still is!) of printing, signing and scanning documents. It is therefore prudent from a risk perspective to follow European legislation, the IDAS Regulation, on this point and to use authentication means that offer security.

With a qualified digital signature you have that certainty and, moreover, the franchisee, not Rituals, should have demonstrated that the contract was not legally valid. For more information see PKI cloud signing of Zynyo.

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