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The corporate secretary of Super Solutions Corp. circulated the Minutes of the Special Meeting of the Board (Minutes) which contained the approved…

2026 Bar Exam · Commercial & Taxation Law · Question 14 · Essay

The question

The corporate secretary of Super Solutions Corp. circulated the Minutes of the Special Meeting of the Board (Minutes) which contained the approved resolutions. He used the software “Contractsign Professional” to generate the signatures of the directors who attended the meeting. Contractsign Professional sent emails to the directors of Solutions Corp. with the minutes to be signed by them using electronic signatures added from a stored copy of their signature or generated automatically by the software. Mr. Firma, a director, followed the instructions of the software, including verification of his signature, and filled in his electronic signature on the Minutes. Contractsign Professional then provided Mr. Firma a certificate of completion, which included the date and time of signing, as well as the IP address of Mr. Firma. A week later, however, Mr. Firma denied signing the Minutes and maintained that his electronic signature was not valid as he needed to affix his original wet ink signature by hand. Mr. Firma then questioned the authenticity of the Minutes. Is Mr. Firma correct? Explain.

Held

No, Mr. Firma is not correct in denying the validity of his electronic signature on the Minutes, under Section 8 of the Electronic Commerce Act.

Explanation

The Electronic Commerce Act equates electronic signatures with handwritten signatures if certain conditions are met, including that the method used identifies the signer, is reliable, necessary for the transaction, and verifiable by the other party. Electronic documents have the same legal effect as written documents if they maintain integrity and reliability and can be authenticated. The Rules on Electronic Evidence allow electronic signatures to be admitted as functional equivalents of handwritten signatures once authenticated. There is a presumption that an electronic signature belongs to the person it correlates with and was affixed with intent to sign, unless there is notice or knowledge of defects or unreliability. The Supreme Court has affirmed that electronic signatures generated by software or machines that reliably identify the signer and are verifiable are valid and binding.

Application to the facts

In this case, Mr. Firma used the software "Contractsign Professional" to affix his electronic signature on the Minutes. The software sent emails to the directors, including Mr. Firma, with the Minutes to be signed electronically, using stored or automatically generated signatures. Mr. Firma followed the software's instructions, verified his signature, and received a certificate of completion showing the date, time, and IP address of signing. This procedure satisfies the requirements of Section 8 of the Electronic Commerce Act: it identifies Mr. Firma as the signer, uses a reliable and appropriate method for signing the Minutes, is necessary for the transaction (approval of board resolutions), and allows verification by the other party. The certificate of completion and the software's process provide evidence of authenticity and integrity of the electronic signature and document. Under Section 9, the electronic signature is presumed to be Mr. Firma's signature and was affixed with his intent to approve the document. Mr. Firma's denial lacks evidence of defects or unreliability in the signature or process. The law does not require a wet ink signature for validity, and electronic signatures are legally recognized as equivalent. Therefore, the Minutes signed electronically by Mr. Firma are authentic and valid.

This is general legal information, not legal advice.