The Ghost in the Machine: deeds signed by autopen validated
The recent case of Ramsay v Love  EWHC 65 not only brought to general public attention the existence of “autopen” machines (mechanical ghost-writing devices which are… Read more
The recent case of Ramsay v Love  EWHC 65 not only brought to general public attention the existence of “autopen” machines (mechanical ghost-writing devices which are designed to hold a pen and recreate a signature, often used by authors to sign books or celebrities to sign merchandise) but also appeared to indicate the courts’ willingness to accept that not just wet-ink by (human) hand signatures are valid.
The case centred around whether a personal guarantee given by Gordon Ramsay, which was signed as a deed by autopen under the operation of Chris Hutcheson (Ramsay’s father in law and – at the time – CEO of Gordon Ramsay Holdings) could be binding on the signatory (Ramsay). Ramsay claimed the machine, normally used to “sign” copies of Ramsay’s recipe books, had been used without his knowledge. However, based on the facts – the judge cited 42 examples of where the machine had been used on legal documents, including deeds – the court concluded that it was “entirely implausible” that Ramsay did not know the machine was used for that purpose. Indeed, the court found that barely any limitations had been placed on Hutcheson’s authority to enter into business arrangements on Ramsay’s behalf.
The focal point of the case, then, was the question of whether Hutcheson (acting as agent) had the requisite authority (the court held he did). Little time was given to the question of whether a signature given by a writing machine could result in a validly executed deed, as both parties (and the court) accepted it did. Under the Law of Property (Miscellaneous Provisions) Act 1989, a key component of what constitutes valid execution of a deed is a “signed” document. Whilst previous case law considering the meaning of “signed” has suggested that the definition will be met by faxed signatures or digital signatures (provided that there is the requisite intention of creating a binding contract), the majority of the decisions have been concerned with guarantees – typically subject to fewer formalities – than deeds. In the Ramsay case, the document in question was both a guarantee and a deed, but the fact that it was a deed does not appear to have prevented the courts from taking a purposive approach to interpretation.
As lawyers dealing with technology clients, we can only hope that this decision serves to re-open (and satisfactorily settle) the debate about the use of electronic or digital signatures to authenticate documents, particularly given recent advancements in cryptography technology. If a mechanical signature can bind the signatory, then the caution with which digital signatures have been treated in the UK historically is perhaps misplaced.
For more information, please contact Andy Moseby, Corporate Partner