What Does One Do If a Signature Date Is Omitted?

One topic we discuss at my “Language and Layout” seminars is when it’s appropriate to have signatories date their signatures, as opposed to relying on the date stated in the introductory clause. (This is discussed in MSCD at 1.16–21 and 4.3–7.)

In a couple of recent seminars I was asked what one does if, in a contract that provides for dated signatures, a signatory fails to date their signature. Presumably this problem can arise when the signatory sends in the signature page by email or fax.

To deal with this problem, you could adjust my recommended dated-signatures boilerplate by adding the sentence in bold italics:

     14.     Effectiveness; Date. This agreement will become effective when all the parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement. If any party signs but fails to date a signature, the date that the Company receives the signing party’s signature will be deemed to be the date that the signing party signed this agreement.

Note that my recommended language anticipates more than two parties. That means that you’d have to designate one party by name in the new language, as the non-signing parties might receive the signing party’s signature on different dates. Designating one party in this manner would only work if one party is responsible for transaction logistics.

Here’s a version for two parties:

     14.     Effectiveness; Date. This agreement will become effective when both parties have signed it. The date this agreement is signed by the second party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement. If a party signs but fails to date a signature, the date that the other party receives the signing party’s signature will be deemed to be the date that the signing party signed this agreement.

If you’re concerned about arguments over what date a signature was received—such an argument might arise if the signature was received on a Sunday—you could specify that receipt would be determined “in accordance with section 12 [Notices],” assuming that the notices provision is comprehensive enough to address such issues. (That’s rarely the case.) But referring to the notices provision raises the question whether sending a signature page constitutes notice of the sort that would fall within the scope of the notices provision. So I’d be inclined to omit any reference to the notices provision.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

29 thoughts on “What Does One Do If a Signature Date Is Omitted?”

  1. I would suggest adding this:

    “. . . and the Company is authorized to enter the date of receipt as the date of that party’s signature on this contract.”

    Someone looking at the contract later wants to see the date by the signature. He will not want to have to rely on extrinsic evidence to figure out what that date is.

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  2. I usually overcome that trouble by putting a calendar date as “Effective Date”. So, if the Effective Date is being defined as “DD/MM/YY”, and even if parties don’t date their signature, or if there is a difference in the dates at which the parties respectively sign the agreement, the effective date is clearly defined.

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  3. Caroline: I’m not sure that using an “Effective Date” cures this problem. You sign an agreement and send it to the other side for signature, but you don’t know when they’ll be sending it back, if at all. What date would you put as the Effective Date? Perhaps the date that you signed it, but that might not work in all contexts.

    And I’m not a big fan of the defined term “Effective Date,” as a contract becomes effective once it has been signed by all the parties.

    Ken

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  4. Ken, Further to Caroline’s question and your response. Most documents in major M&A transactions with which I am familiar do not use signature dates but simply state the date of the Agreement in the introductory paragraph (e.g., “This Stock Purchase Agreement is entered into as of the 3rd day of February 2009 . . .). I suspect that in most cases this does not pose a problem because signature pages are routinely “released” by counsel on the date stated in the Agreement. However, ancillary agreements or subsequent amendments to ancillary agreements are often executed by the parties on different dates, but once executed, the parties agree that the date stated in the agreement is the effective date of the agreement. Is this something that should concern me? Are you saying that you and I cannot agree, as a matter of contract law, that the effective date of an agreement is a date that precedes the date that the last party signs an agreement? Thanks.

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  5. Jeff: If the signatures are dated, the agreement is dated (and effective) when the last party signs. If the signatures aren’t dated, the agreement is dated (and effective) on the date stated in the introductory clause, absent evidence of any hanky-panky. And if ancillary documents are signed a day or two later, it’s unlikely that anyone would have cause to make a fuss about it. Ken

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    • Ken,
      What happens in the case of a consent request letter, where the letter requesting consent is dated as of the sending date by the requesting party, and the consenting party signs the consent upon receipt of the letter without filling in the date?

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    • Hi Ken, I am a workers’ compensation attorney but have no knowledge when it comes to transactional/property law.

      I was hoping you could help me with a quick question re this topic. My sister signed an initial lease for rental property 9/1/12 to run from 9/1/12 to 9/1/13. On 4/1/12, she signed an amended lease (1 pager) agreeing to lease property from 9/1/13-9/1/14. The amended lease is merely dated on this lease and preceeded by “date of this renewal and amendment of lease.”

      At the bottom of the amendment, there is a signature line for both her and the property manager. But there is only a dated line for her to execute a date. There is no date spot for the manager to leave a date and thus no date is executed next to his signature.

      Is she still bound to the contract, in your opinion?

      I would appreciate any advice and will not construe it to be legal , just wanted another opinion.

      Thanks!

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      • A dated signature for both parties isn’t required for a valid contract. If the circumstances indicate that both parties assented, that’s probably enough. But as you note, I’m not providing you legal advice, and you’re not my client.

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  6. Ken, I do not think you fully addressed Jeff’s concern.

    You mention in a previous post:
    “Finally, sometimes you see Effective Date used in a contract to refer to some date in the past. For instance, the parties to a distribution agreement signed on March 31, 2007, might want sales from January 1, 2007, to be included for purposes of determining 2007 sales. It would be simpler and clearer to say as much instead of using the term Effective Date and defining it to mean January 1, 2007.”

    I have two questions on your stance regarding Effective Date.
    First, how is your solution simpler than defining the term “Effective Date?” You would have a date at the beginning of the contract then perhaps a different date (you suggested “Start Date”) defined later on. Now the parties have to reference the signing date and then the “start date” instead of simply looking at the first sentence of the contract for the “Effective Date.”
    Second, is there any case law supporting your view?

    I ask because the use of Effective Date is very common practice in contract drafting and 8,000+ contracts filed on Edgar within the last year contain the term Effective Date.

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  7. Jason: MSCD 1.31 explains my position. Briefly stated, I think it’s misleading to put a fictitous date in the introductory clause just for administrative convenience. If you want to make some earlier date immediately accessible, then frontload it; see MSCD 3.57.

    Is there any caselaw supporting my view? I’m not sure what you mean. Logic suggests that habitually backdating contracts can lead to confusion, and any number of news stories suggest that it can lead to mischief.

    And if I were a slave to Edgar precedent, I’d still be using the traditional recital of consideration and any number of other dysfunctional usages. But more to the point, my objection isn’t so much to the term “Effective Date” (although it’s misleading), it’s to using as an “effective date” in the introductory clause a date significantly earlier or later than the date the contract was signed.

    Ken

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  8. Perhapse the answer may be in using the following at at the top of the first page of the document:

    "THis Agreement dated this 24rd day of December, 2010, with effect as of the 15th day of November, 2010"

    Then within the body of the Agreement (for example the "Terms" section of the Agreement) have the following provision"

    "Effective Date" shall mean the 15th day of November, 2010.

    Should the "logistics" of the Agreement execution be such that the parties are signing in different locations, and at different times, some further modification could be done as to the December 24 execution date.

    Notwithstanding, the above would make it clear as to the parties intention with regard to when the terms contained within the agreement are to take effect/commence (or potentially when they did take effect/commence), while preserving some clarity as to when the document was executed (and therefore minimizing the possibility of such back dating "Hanky Panky" to the document).

    Brent

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  9. When a signature/date is requested/required however the signee does not date the form, is the signature considered void if someone dates the signature?

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  10. Does anyone have an answer for Kate's question above? My understanding is that a signator is to personally date his/her signature at the time of signing for authentication of signature. Is this a legal by-law or written somewhere for reference? I have to re-educate my clients frequently on this issue that I feel should be fairly obvious.

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  11. OK, let me put this situation to you and see what you make of it: You have a document/ contract, the “date” is on the front page of several and not anywhere else in the document/ contract, two signatures are on the very last page (for this instance we’ll say it is your signature and that of another individual) without a date to indicate when the document/ contract was signed…is it legal?

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    • The date in the front of the contract would normally be the date that applies. It’s not a requirement for a valid contract that the signatures be dated. But the date used and how it’s stated can have implications.

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      • Ken,
        I have a debt settlement agreement in NC from the original creditor where in the first paragraph it states “this settlement agreement is made effective the ___ date of August, 2014. The last statement of the agreement is “in witness whereof, the parties have executed this agreement under seal prescribed by law as of the day and year first above written.”

        If I fill in the blank date, won’t that make the contract invalid since I made an alteration?

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        • This isn’t legal advice, but I suggest that the question any court would consider is when the parties reached agreement. Your inserting a date would be irrelevant to that inquiry.

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  12. My first question may have been deleted or erased in the process of trying to sign up for the site. If not, my apologies. So to the question: Let’s say you are a landlord with a contract/ document that has the date on the front page and nowhere else in the contract/ document, and the final page is nothing but two signatures, yours and the tenant’s (no date on that page, no placement for a date) are you or the tenant legally bound to the contract/ document?

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  13. what if an individual signs a real estate purchase contract on behalf of a governing body or corporation without having proper pre-authorization required to sign. Is this still a valid contract? Is there any case law on this or publication references?

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  14. My apartment complex changes managers a LOT. I moved in June of 2016 and now it’s August of 2017 and we’ve easily had 10 or more managers so far (the company that currently owns it bought it out two weeks after I moved in). Our lease came up in June and my brother/roommate and I signed electronic copies of the lease in June. I never received a signed copy from the manager with his signature. There have been some issues the past few days and we are strongly considering moving. I called and asked a receptionist there if they had a lease of ours on file with the manager’s signature (his name is still on our lease under where he is meant to sign and now there’s a new manager) and she told me they did not. So, my question is, since the both parties entering into the contract did not sign, only we signed, would I be entitled to the fees for “breaking the lease” as stated in the contract? Or is it even authentic since they never agreed to it?

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  15. I signed a contract under false pretense from the company due to being told their program was based on a credit card and not a loan process. Long story short I lost the paperwork on the plane ride home got a letter in the mail from credit card comp. they use saying sorry we can’t give you this card due to being on a previous bankruptcy. I thought ok, not meant to happen but then I got a bill in the mail with a loan number and payment. I have been round and round with them and get transferred back and forth. I explained the situation to many people in their company and told them I needed copies of all the paperwork that I signed. I finally got the copies and the date I signed it was completely wrong and I can prove I was not even in Nevada at that time, I was in Ohio. They also had me sign this under my madden name and old address which I understand that due to not having my legal named changed due to just getting married. My question is since the date is wrong next to my signature are there any loop holes to getting out of the contract. I will owe over $3,000 to them if not due the how they lied to me in the first place when I explained I could only afford paying around $40.00 a month and they convinced me it would only be $185 put on the credit card each month and I had two years to pay it off and could pay as much as I was able towards it each month. Now I get this loan that comes as $185 a month for payments. I haven’t paid them anything yet because I wanted to find out if I could legally fight this due to it being the wrong date on the form?

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  16. Witness this hand and seal appears in a sentence above a signature line. The signature line has the signature and a space for the date to the right with date below the signature line. Then (seal) below the date. Question, is this a sealed document when only one of the two elements on the signature line are there? There is no date and the note was prepared by the bank.

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  17. If a Master Services Agreement was signed by both parties and in the MSA, the role of schedules is defined and it states “Addenda are only effective if dated on or after the effective date, and they are signed by an authorized representative of each party. ”
    After the MSA, two addenda and a schedule were executed by both parties. The schedule sets the service period (3 years), pricing, payment date, etc. One addendum sets the specifics of the service schedule- including Term and Termination and renewal. Client signed the addendum, service provider did not.
    Counterparts language in the addendum states “the parties have executed this agreement as of the dates written below and to be effective per the Service Period, as specified in the Services Schedule.” Service Period started over a year ago. But Service Provider never signed the addendum.
    Is the addendum effective and enforceable without the signature of the Service Provider? Can service provider sign the addendum now and date it now and it be enforceable?

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  18. If a contract says this contract is to be signed buy the seller by May 25th 2019 or it will be null and void and the seller doesn’t sign it until May 28th 2019 is this a legal contract?

    Reply

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