Article on the validity of electronic signatures in commercial agreements

Eino Rautanen and Staffan Skult recently co-authored a peer-reviewed article on the validity of electronic signatures in commercial agreements for the latest issue of JFT (Tidskrift utgiven av Juridiska Föreningen i Finland), the oldest surviving and one of the most respected law reviews in the Nordics. Eino and Staffan summarize the theme and main points of the article as follows:

  • Commercial contracts are increasingly executed electronically following the adaptation of the eIDAS regulation (EU) No 910/2014 as well as the recent technical and social development, not least due to the pandemic. In the future, physical signings and closings for share and asset deals may be as rare a treat as physical data rooms are today.
  • In general, the Finnish legal doctrine on contract formation and freedom of contract is permissible as regards the use of electronic signatures for executing commercial contracts. However, statutory form requirements, mutually agreed contractual covenants, and registration formalities may prevent the use of electronic signatures, for example in the sale and lease of real estate.
  • The traditional view in Finnish legal literature is that assignable promissory notes may not be validly executed with electronic signatures (in contrast to Sweden where the use of electronic signatures in promissory notes has been recognized in the Swedish Supreme Court decisions NJA 2017 s. 1105 and NJA 2017 s. 769). In the article, we argue that the validity of electronic signatures in assignable promissory notes should be recognized under Finnish law as well.

The full article (in Swedish) is available here.