One of our DocuSign dangers is the calculation of dates under the contract.

As DocuSign is an automated execution process, there is limited opportunity for intervention at any stage. That is, only the party who is signing the contract at the time can view the latest version of the agreement and even then, are unable to make any changes inside the DocuSign envelope.

This makes it difficult to accurately calculate dates under the contract as, once it has been signed by all parties, the contract is automatically sent to all parties, meaning that unless the contract has been pre-dated before being uploaded into the DocuSign platform, an undated contract will be sent out simultaneously to all parties participating in the DocuSign envelope (and who then dates the contract?).

If the contract is sent automatically by DocuSign as a PDF attachment to an email, it is quite clear on what date the contract is formed – that is, the date acceptance is communicated. However, this should be evidenced by a DocuSign certificate of completion accompanying the contract to verify all details associated with signing.

However, if a contract is pre-dated before being uploaded into the DocuSign platform, any dates in it that run from the “Contract Date” will likely be at the very least ambiguous – do they run from the predated date, or the actual date the agreement is formed? – and at the worst result in a dispute or loss of rights.

It is best when using DocuSign, at least with the current versions of the standard form contracts, to avoid dates that run “after the Contract Date” and instead set specific dates (e.g. Friday, 1 February 2019) allowing realistic time frames including a time for the signing process to be completed as well.

Important Disclaimer: The material contained in this publication is of a general nature only and is based on the law as at the date of publication. It is not, nor is it intended to be, legal advice. If you wish to take any action based on the content of this publication, we recommend that you seek professional advice.