The Law Society and the City of London Law Society company law teams have published updated guidance* on the execution of legal documents using electronic signatures. Sarah Phillips, real estate associate with law firm of Irwin Mitchell LLP, reports. Given the wide use of electronic means for all things related to commercial contracts this seems a good time to remind ourselves where the law stands on electronic signatures when used to execute commercial business contracts. Electronic signature can take many forms, for example using a stylus to sign a touch screen, pasting an image of a signature into a soft copy document or the typing of an individual’s name into a document in the relevant place. Under English law, simple contracts (i.e. those that are not deeds and which are therefore valid for 6 years) do not have to be in any particular form or even in writing and given that historically they could be formalised by the simple making of a mark, unsurprisingly an electronic signature can be used to make such a contract. Contracts made as a deed are valid for 12 years and these have to be in writing, executed and delivered. English law defines writing to include “modes of representing or reproducing words in a visible form” which is wide enough to include the representation of a contract on screen provided it is readable. Delivery of a deed will be deemed to have taken place upon execution unless a different intention can be shown. If the execution formalities require that a signature must be witnessed, this too can be accomplished by an electronic signature but the witness must of course have actually seen the first signature being inserted and be able to confirm whose signature it was. It is recommended that such witnessing should be by someone who is physically present at the location of the “signing”. The main issue with all signatures is that their validity may be challenged. The test for a valid signature is whether the mark that is in the appropriate place in the contract was put there to make the contract valid and with the intention of making it valid. Any challenge to a signature whether a “wet ink” one or an electronic one would therefore be treated by English law as an issue to be proved or disproved by evidence and the signature would be treated as valid unless sufficient evidence to prove to a court that it was not was produced. Where a document has been validly executed by electronic signatures, English law does not require a wet ink version to also be created and if parties have executed separate counterpart documents whether all electronically or a mixture of wet ink and electronic, an English court would accept either these documents as counterparts and/or a composite document incorporating all of the signatures. Beware if the parties to one of your contracts are in different legal jurisdictions because the law relating to electronic signatures varies from territory to territory. Make sure you obtain proper local legal advice in all relevant jurisdictions before agreeing to electronic execution. Finally, any issue that applies to a wet ink signature will also apply to an electronic one for example the capacity and authority of the signatory to bind their company to the particular contract should always be confirmed and if your contract is anything other than a straightforward commercial one, you should take advice to make sure there are no other formalities required that may preclude electronic signature.   * The full Law Society guidance can be found at www.lawsociety.org.uk     This article was published on 11 Aug 2016 (last updated on 12 Aug 2016). Source link

2 July 2016 – by Paul Yandall Forty miles southwest of Seoul, Songdo International Business District sits like a sated siren. Built on land reclaimed from the tidal marshes of South Korea’s north west coast, the city, its glass towers now glistening in the sunlight, was designed to lure new residents and businesses with an irresistible mix of high technology and eco-living. It aims to become nothing less than the world’s first truly smart city. Now, eight years since ground first broke on Songdo’s construction, it is almost three-quarters complete. It has around 70,000 residents and the $40bn, 1500-acre development looks to be making good progress on meeting that lofty ambition. But it didn’t start off that way. In a world where rocketing population figures, housing shortages and urbanisation are rife, new cities have been billed by many as one solution to the problem – particularly in China where there is the space to build whole new settlements without much of a second thought. But tales of resulting, uninhabited ghost towns are commonplace – evidence that, unless done right and meticulously planned, the success of new cities is by no means a forgone conclusion. So how exactly did Songdo turn its fortunes around after a rocky start? And what lessons can be learned to avoid costly mistakes in the future? Planning for success Planning for the super high-tech Songdo development, which is majority owned by New York developer Gale International, began 15 years ago in 2001 with construction beginning in 2004. The first residential schemes were completed in 2009. In the years that followed, it endured the indignity of having its near-empty streets sniggered at by critics lining up to question whether the city was really so smart after all. What use was a sophisticated pneumatic refuse system that sucked rubbish directly from your kitchen if there was nobody around to peel potatoes? Then, in 2014, everything started to change thanks to the opening of three foreign university campuses. “After more than 15 years of planning and development, we are just now seeing the social fabric truly mesh with the built environment,” says Stan Gale, chairman and chief executive of Gale International. Global Real Estate link button“A variety of factors played into Songdo hitting its stride and achieving a ‘critical mass’ of residents and urban activity. Certainly having more than 25,000 university students is helpful.” But if these students have proven to be such a vital ingredient to the success of the city, why were they not there when the city was ready to take residents in 2009? “It is simply not possible to build everything simultaneously, much less in a ‘perfect’ order,” says Gale. The scheme focused first on its large public facilities, such as the 100-acre Central Park and the 781,000 sq ft Convensia Convention Center. The residential element was another primary focus with funds from sales used to back commercial development. “Timing is important, yes,” says Gale. “But so is patience, a financing plan that enables construction to proceed in a phased approach, and a strong belief that you are putting the right pieces in place.” One size fits all? For Songdo, the student cohort was the spark that helped bring the city to life. But every new city is different and a strong education offering alone is no guarantee of success. On the south-eastern edge of Egypt’s Cairo, New Cairo started coming out of the ground a decade ago. Spread across a vast 70,000 acres, the plan was to create a wealthy, sustainable city of more than 4m residents to help relieve pressure on old Cairo’s straining infrastructure. It houses numerous educational institutes including The American University in Cairo’s new campus, the German University in Cairo, Future University in Egypt and the Canadian International College. Yet, to date, only a few hundred thousand people have moved to New Cairo. “They can’t get many people to live there because your average Egyptian just can’t afford to,” says David Sims, an urban planner based in Cairo and the author of Egypt’s Desert Dreams: Development or Disaster? Poor planning, a lack of investment, and a development process hijacked by politics have contributed to the faltering development of around 23 new towns across Egypt, says Sims. “There’s a complete disconnect,” he says. “They build public housing but it remains largely vacant because the average Egyptian doesn’t have a car to travel from these new towns and there’s no public transport. Where are they supposed to work?” Bearing in mind that new cities are being built in various regions across the globe with different requirements, inhabitants and infrastructures, the key is making sure there is a need beyond accommodating people. Even as population figures spiral, people have to want to live somewhere. All the content from this weekís magazine, including this article, is available in the new app. Staying connected But equally, there are common elements crucial to the future of these cities. An efficient, well-used public transport system is a key component. In Songdo, a new high-speed train system will soon be shuttling people to Seoul in only 30 minutes. “The impression is that Songdo is a utopian place that works because of the technology there,” says Juliette Morgan, a partner at agent Cushman & Wakefield in London and head of property at Tech City UK. “Actually, Songdo became occupied because of its education offerings, its rapid transit system, and the ease of access to the city. Those are very fundamental requirements.” The desire to learn, the ability to access the city and to move around it – as well as public transport, about 25 kilometres of cycle lanes are planned for Songdo – appear to have done more to attract residents than the myriad of hi-tech features built into the city. “I don’t know anyone