When the deal is done but the signature is not
The supplier agreement is finalised, your client has confirmed the price, and the only thing left is getting the contract signed. This is where many small and medium businesses stall: the director is interstate, the customer wants everything done by email, and nobody is sure whether a typed name on a PDF will hold up if something goes wrong.
When you finish this process you will have more than a signed page. You will have an executed contract that binds the right legal entities, signed by people with the authority to sign it, and the records to prove what was agreed and when. One assumption worth discarding up front: that only a wet-ink signature counts. Under Australian law, electronic signing is valid for most business documents, and in some situations an email exchange can create a binding contract before any signature page exists.
The checklist before you sign
Work through these before anyone puts a name on anything:
- Final version identified: the document should carry a version number or date, and negotiated changes should be inside the document itself, not sitting in an email thread.
- Correct parties named: the contract should name the legal entity you are dealing with, using its full name and its ACN or ABN where it has one. "John Smith trading as ABC Plumbing" and "ABC Plumbing Pty Ltd" are different parties.
- Commercial terms settled: price, scope of work, timeframes, termination rights and liability limits should be clear enough to enforce.
- Signing authority confirmed: the person signing should have actual authority to bind the business, and any internal approval, such as a board resolution or a sign-off policy, should have happened first.
- Execution method chosen: decide whether this will be a wet-ink signing, an e-signature platform, or formal company execution under s 127 of the Corporations Act.
- Records planned: know where the signed copy, the audit trail and the final-version email will live before you sign, not after.
The two items that cause most of the trouble are the first and the fourth. Signing a different version from the other party is one of the most common contract disputes, and a signature from someone without authority can turn an otherwise straightforward deal into an argument about whether the contract binds the company at all.
The signing process, step by step
Step 1: Check what the law requires for this document
For most business documents, Australia's electronic transactions laws remove any requirement for pen and paper. Under s 10 of the Electronic Transactions Act 1999 (Cth), a signature requirement under a Commonwealth law is satisfied by an electronic method that identifies the person and indicates their intention in respect of the information communicated, where the method was as reliable as appropriate in the circumstances, or is proven in fact to have done the job, and where the recipient consents to signing that way. Section 8 adds that a transaction is not invalid merely because it took place wholly or partly by electronic communication. Substantially uniform state and territory legislation applies the same principles to documents governed by state law.
Some documents attract extra formalities. Deeds, documents registered against land and certain company documents have specific rules, so confirm the category before you choose a method. If the document is a deed and you are signing as an individual, state law governs the formalities, and it is worth checking the position with a lawyer before you sign.
Step 2: Choose the signing method
There are three methods in common use:
- Wet ink: print, sign and exchange originals or scans. Still common for high-value deals, for transactions where a party prefers paper, and where internal policy requires an original.
- Electronic signature: typing your name in a signature block, drawing a signature, or clicking "I agree" on a platform that records the acceptance. This is the default for everyday service agreements, supplier terms and customer contracts.
- Digital signature with higher verification: an electronic signature backed by stronger identity checks, such as multi-factor verification, certificate-based signing, tamper-evident encryption and a comprehensive audit trail. The legal test is the same; what changes is the quality of the evidence if the signature is ever challenged.
The choice matters less for validity than for proof. A typed name can be a valid signature, but if a dispute later turns on who signed and when, a platform with a timestamped audit trail is far easier to defend than a scanned page with no record of who received it or what they saw.
Initialling every page is not generally a legal requirement, but it can be useful evidence that the whole document was reviewed and that pages were not swapped later. Some counterparties will ask for it regardless, and there is no cost to doing it if the document allows it.
Step 3: Sign with the right authority
Signing as an individual or sole trader
The main risk is personal liability. Before signing, check whether the contract contains a personal guarantee, which is common in leases and finance arrangements, indemnities that shift risk onto you, or automatic renewal and minimum-term clauses that outlast the work. The notices clause matters too: if notices can be served by email, that affects when you are taken to have received them, which can drive renewal and termination deadlines.
Signing for a company
A company is its own legal entity, so the signature has to be affixed by someone with authority to act for it. There are two paths under the Corporations Act 2001 (Cth):
- s 126: an individual acting with the company's express or implied authority can make contracts and execute documents, including deeds, on its behalf. This covers employees and authorised representatives acting within the authority they have actually been given.
- s 127(1): formal execution without a common seal, by two directors, or a director and a company secretary, or, for a proprietary company with a sole director, that director where they are also the sole company secretary or the company has no secretary.
Why the distinction matters: when a document appears to have been signed under s 127, the other party can rely on the assumptions in s 129(5) that it was duly executed. Execution under s 127 is the safer default for higher-value or higher-risk agreements, which is why many contracts include a dedicated execution page.
If the wrong person signs, the contract is not automatically void, but its enforceability becomes a question of agency law. The company may still be bound where the person had apparent authority, or where the company later ratifies what was signed, and the outcome will depend on the facts. This is a common reason to get advice early rather than after a dispute has started.
Company signing is fully electronic now. Since the Corporations Amendment (Meetings and Documents) Act 2022 (Cth) took effect in February 2022, s 110A confirms that a company document may be signed in physical or electronic form as long as the method identifies the signer and indicates their intention. Deeds executed under ss 126 and 127 no longer need to be witnessed, delivered, or written on paper or parchment, and each signatory can sign a separate copy in a different form, so one director can sign a hard copy while another signs electronically.
Step 4: Exchange the signed copies and finalise
It is now routine for each party to sign its own copy of the same document, a counterpart, rather than everyone signing one physical page. The 2022 amendments made clear that company signatories can sign separate copies in different forms and that the signed counterparts together count as execution of the one document. To keep this clean: check that the contract has a counterparts clause, or at least does not prohibit counterpart signing, make sure every counterpart is identical in content, and merge the signed copies into a single PDF for your records.
The same step covers acceptance by email. A contract can be formed without any signature page at all. If an offer is made by email and accepted in terms that show a clear intention to be bound, the exchange can create a binding agreement. In Stekovic v Radovanovic [2023] NSWSC 1471, the NSW Supreme Court found that a binding settlement agreement had been formed through solicitors' correspondence, applying the long-standing principle that whether parties intended to be bound is assessed objectively from their words and conduct. The warning runs the other way too: if you are still negotiating and do not want to be bound yet, say so explicitly, with language such as "subject to contract" or "this is not an acceptance", because phrases like "we accept" or "we agree to proceed" can lock you in before any formal document is signed.
Step 5: Store the evidence
Treat signing as a process, not a moment. For every contract you should keep on file:
- the final signed PDF, including any counterparts
- the e-signature platform certificate or audit trail, if you used one
- the email or message that confirmed the final agreed version
- attachments, schedules and statements of work that form part of the deal
- a note of the key dates: renewal date, termination notice period and payment schedule
One more habit: never edit a signed contract to "tidy it up". If something needs to change after signing, do it through a formal variation or amendment that is itself agreed and documented. Silent edits after signature are how enforceability disputes start.
These records also drive practical deadlines. Limitation periods for claims, notice windows for termination and the date a renewal automatically kicks in are all calculated from the date the contract was signed or performed, so a contract folder that records the signature date and the key dates saves real money when a deadline appears.
Where signing usually goes wrong
The same few failures account for most signing disputes:
- Signing different versions: each side works from its own copy and the versions drift apart. Avoid it by agreeing on one locked version and having both parties sign that same PDF.
- The wrong person signs: an employee without authority, or a director using the wrong execution path. Authority disputes can make an otherwise well-drafted contract unenforceable against the company.
- Deed formalities missed: executing a deed as if it were an ordinary agreement when state rules or the document itself require more.
- The audit trail disappears: a signature with no record of who signed, what they signed, or when. If a dispute follows, you are left trying to prove the basics.
When a lawyer should be involved
A contract lawyer's role in the signing process starts before the signature. Common tasks include: reviewing the execution block so it matches the method chosen, whether that is s 127 formal execution, s 126 authority, or a deed; confirming the correct entities are named; checking the company constitution or a shareholders agreement for signing restrictions; advising on authority where a non-director will sign; preparing variations when terms change after signing; and building a signing-and-records process for a business that signs contracts regularly. If a document has already been signed the wrong way, a lawyer can advise on whether it can be ratified or re-executed, and what that will cost in time and risk.
The step that decides whether a signed contract holds up
The step that determines the outcome more than any other is not the signature itself. It is the authority of the person who signed, and the record that supports the signing. A perfect execution page is worth nothing if the signer had no authority to bind the company, and a disputed signature with no audit trail is hard to defend. Confirm authority before signing and keep the evidence after.
The rest follows the same discipline: one agreed version, the right parties, a method that matches the document, and signed copies stored alongside the emails and certificates that prove what was agreed and when. Contracts fail at signing less often because of the technology than because of the process around it.