How important is it to have the original of a contract?


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How important is it to have the original of a contract? Would having just a copy of a signed contract still make it enforceable? Is it any different than signing two copies of the same contract?

Is it suspicious that the other party kept the signed contract and gives you a photocopied version?

Contract Legal

asked Aug 2 '11 at 06:49
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Sam
56 points
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2 Answers


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I am not a lawyer, but what I learned in college was that the "most original" copy of a given document wins in court. In other words, if one party shows up with an original, and the other shows up with a third-generation Xerox copy, and they differ, the original will prevail. That's why lawyers try to keep the most original copy possible.

Kekito's advice is what most people do. For less important contracts, emailing signed, scanned PDFs should be fine. For more crucial things, I would start with the signed, scanned PDF and then follow up with a signed original via snail-mail.

answered Aug 2 '11 at 10:52
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Joel Spolsky
13,482 points
  • Just to add a note about signed PDFs -- it's important to make sure the certificate you use is approved for use in court because there are different grades of the encryption key, and the courts usually require certificates with independent verification (rather than a self-generated key) – Theonlylos 9 years ago

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I'm not a lawyer so I could be wrong, but I believe that when it comes to contracts, a copy is legal as long as it does not say in the writing that an original is required. For example, with estate law one of the top things I hear from my contacts in that field is that copies of Wills are always void in court, even if the original is destroyed or cannot be found.

In general business law, every agreement I've used with clients was valid as a copy.

In addition to paper copies however, you might want to explore getting a digital signature through Adobe or one of their vendors. I've been using digital signatures for virtually all my sensitive/critical business correspondence because a digital signature keeps modifications from being made to the original document down the road, and also it protects you from having a client reword a paper contract, and then attaching the signature page (which is where you can have serious issues if a dispute arises).

The only thing about electronic signatures is that they are a bit costly (usually I've seen them around at least $400/yearly) and you have to own a copy of Acrobat Professional. Also, not every signature is approved for court use so it is best to ask an attorney which vendors to buy a certificate from.

answered Aug 2 '11 at 11:29
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Theonlylos
397 points

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