August 25, 2021

Signature Blocks 101what goes where and why, in brief

If you don’t know why signature blocks to contracts look the way they do, it all seems pretty arbitrary. You’re not going to divine your way backwards to a reason for every detail and a history for every style point. Either you know what goes where or you don’t.

Here’s a quick guide to signing legal documents. I’ll address the common conventions for documents as I’ve experienced them, working in the United States of America under US law.

Individuals

The first, basic question is who is signing the document. Is some individual person doing so? Or is some “legal person”—a “legal entity” like a partnership or a corporation? The signature block itself should make that clear.

Here’s a typical signature block for an individual:

Contractor

By:
Name:
Date:

To sign the contract as John Smith, you would put your signature after “By:”, print or type “John Smith” after “Name:”, and write today’s date after “Date:”.

Contractor

By: Mark Hudson
Name: Mark Hudson
Date: August 25, 2021

“Contractor” will be referenced or defined in the body of the contract and used to refer to you. You may be named again in the document, where “Contractor” is defined. Or the terms may just take your identification from your signature block.

Companies

Here’s a typical signature block for a company:

Customer

Example, Inc.,
a Delaware corporation

By:
Name:
Title:
Date:

To sign as Jane Jones, chief executive of Example, Inc., you would sign after “By:”, print or type “Jane Jones” after “Name:”, put “Chief Executive Officer” after “Title:”, and write today’s date after “Date:”.

Customer

Example, Inc.,
a Delaware corporation

By: Jane Jones
Name: Jane Jones
Title: Chief Executive Officer
Date: August 25, 2021

“Customer” is the term used to refer to the company in the body of the contract.

“Example, Inc.” is the full legal name of the corporation on the records of the state where it’s incorporated. In this case, the state is Delaware. Example, Inc. happens to be a corporation, rather than a partnership or a limited liability company or some other kind of “legal entity”.

Note that legal entity names like “Example, Inc.” get reserved and used on a per-state basis. There may very well be a different “Example, Inc.” under New York law, under Texas law, or under California law. That’s why careful lawyers spell out both the official corporate name and its jurisdiction. At a given time—the date of signature—that combination should uniquely identify a particular legal entity.

Title is also important. It gives a hint that Jane actually has authority to sign for the corporation. If a signatory writes “Chief Executive Officer” and actually holds that title, chances are very good they have what lawyers call “apparent authority” or “ostensible authority” to sign things for the company. If they don’t have a title, or their title isn’t typically an executive one, like “Chief Engineer” or “Office Manager”, a smart counterparty will ask for confirmation that they have authority, or jump straight to asking for a signature from someone with a higher-level executive title.

Legally speaking, it’s Example, Inc. agreeing to the contract, not Jane. But legal entities like corporations don’t have hands with which to sign. They can only act through their executive officers and others appointed to do things, like sign contracts, on their behalfs. This is why it’s important to write not just who is signing for the company, but in what capacity—with what title.

Chains of Authority

Sometimes legal entities serve as managers, partners, or other functionaries for other legal entities in turn. They still need somebody with hands and a title to do their signing. So we end up with signature blocks like this:

Borrower

Child, LLC,
a California limited liability company

By: Example, Inc.,
a Delaware corporation,
its managing member

By: Jane Jones
Name: Jane Jones
Title: Chief Executive Officer
Date: August 25, 2021

Here we have a two-link chain of authority:

For each link of the chain, we know specifically what “legal person” is acting for what other “legal person”, and in what capacity.

Other Information

Signature blocks sometimes have blanks for other kinds of information about that side of the contract, about the person signing, or both. For example:

Contractor

By: Mark Hudson
Name: Mark Hudson
Date: August 25, 2021
E-Mail: mark@example.com
Address: 123 Main Street, Oakland, California 12345

When you see additional fields in a signature block, figure out what role they play in the document before you fill them out.

Address lines often plug into the “notice” provisions of contracts, which pre-agree how both sides will send each other messages about the contract. Addresses for notice can usually be updated over time, but it’s sometimes worth thinking about whether you want correspondence sent to your home, to your office, to a post office box, or somewhere else, at least to start.

Some terms point to addresses provided with signatures for other reasons. For example, a contract might decide what law will govern it based on where one side or the other is located. That may be determined by the address they give with their signature. You’ll need to check to find out.

E-mail addresses are more and more used for notice, as well. It’s important to make sure e-mail addresses that you give for notices will keep receiving mail, and that you’ll continue checking for it. The right address to use might be your personal e-mail address or a work e-mail address. If you’re signing, say, a set of terms about confidentiality and intellectual property for a job, you might better use your personal address. If you leave the job, you don’t want them sending notices to your old work address.

When an e-mail address in a signature block is used for notices, it’s often better to use an address for the company as a whole, or the company’s legal department, rather than the individual signing. For example:

Customer

Example, Inc.,
a Delaware corporation

By: Jane Jones
Name: Jane Jones
Title: Chief Executive Officer
Date: August 25, 2021
E-Mail: legal@example.com

More Formalities

Sometimes, the law requires extra steps for signing a document. The most common is probably notarization, which means having someone licensed as a notary sign the document with you, after verifying that you are the person you claim to be.

When taking a printed document to a notary, don’t fill anything out until you get there. Let the notary walk you through the process. If you think it’s a hokey, archaic ritual, I won’t disagree.

Your thoughts and feedback are always welcome by e-mail.

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