Your Electronic Signatures Are Legal. Can You Prove Them?
Pick any contract a client has e-signed with you in the past year. Now, using only your own records, try to show five things:
- When you sent it
- Which email address received it
- When the signer opened it
- What the signer did to sign it
- That the file hasn't been changed since
Most founders can't get through the list. What they actually have is a PDF with someone's name at the bottom and an assumption that it will hold up. That assumption only gets tested when a client refuses to pay and insists they never agreed to anything.
Valid is easy. Proof is the hard part.
The law is very relaxed about what counts as an electronic signature. In Canada, the federal definition covers almost any digital mark linked to a document, and provincial laws say much the same. A typed name qualifies. So does a signature drawn with a mouse. The US and the EU take a similarly broad view.
Being valid isn't the same as being proven, though. The Canada Evidence Act, in section 31.1, says that whoever wants to rely on an electronic document has to show it's authentic. If you're the one chasing an unpaid invoice, that job is yours.
The thumbs-up that held up in court
In March 2021, a buyer for South West Terminal, a Saskatchewan grain company, sent a farmer he'd dealt with for years a text: a photo of a signed contract covering 87 tonnes of flax, plus a request to confirm it. The farmer replied with a thumbs-up emoji.
The flax was due in November. It never arrived, and by then flax prices had more than doubled. The farmer argued the emoji only meant he'd seen the message and that the formal paperwork would follow. In June 2023, the Saskatchewan Court of King's Bench rejected that argument, accepted the emoji as a valid signature and ordered the farm to pay $82,200.21 in damages.
The emoji alone didn't decide the case. The context did. The text came from the farmer's own cell number, which identified who sent it, and the pair had sealed earlier deals with replies just as brief, such as "ok" and "looks good". Put together, that history made his intent hard to deny.
Most small businesses are in the reverse position. Their signed PDFs look official, but they carry no record of how the signature got there. If a client disputes one, there's nothing to back it up.
What to look for in a signing tool
Free PDF signers are tempting, especially when paid plans cap how many documents you can send each month. For validity alone, they do the job. What they don't give you is evidence, and evidence is what you'll need if a deal goes sideways.
When you compare electronic signature platforms, make sure the one you pick gives you:
- An audit trail showing when each document was sent, opened and signed, along with the signer's email and IP address
- A way to verify signers you've never met, such as a one-time code sent by SMS
- A tamper-evident seal that reveals any change made to the file after signing
- A certificate of completion you can download yourself, whenever you need it
- Continued access to your signed records if you ever cancel
None of this has to be done by hand. A decent platform records it in the background on every document, so the evidence is already waiting on the day a client decides to argue.
Run the five-point check this week
It takes about ten minutes. If you can show all five, your contracts are in good shape. If you can't, don't bother rebuilding old files. Send your next contracts through a tool that captures the evidence for you, and the gap closes a little more with every deal.
The farmer lost because his message history made his intent obvious. If a client ever claims they never signed, your records will need to be just as clear. Make sure they are.
