What’s in a Signature?

Remember the last time you signed a document? You must have felt so good. Or probably invincible. Your signature must have felt like a magic key in your hands. And indeed, in most cases it is. A signature is worth a lot. For starters, it helps in determining the authenticity of a document and the identity of the person who signed it[1].  A signature is also useful in determining the intention of the signatory to be bound by the contents of the document. In the case of official documents, it helps in preventing forgery, since it is harder to forge a signature than printed words[2]. And of course, it helps in distinguishing an original copy of a document from a copy.

But beyond these, is there magic in a signature?

The Supreme Court in the case of Oppong Banahene v Shell Ghana Limited[3] answered this in the negative.  The Court held that it is not in every case that the absence of signature renders an agreement invalid. The court went on to point out that “even in cases where there has been a failure to sign in clear breach of an agreement, equity will not allow the plaintiff to take the benefit of the service rendered under the terms of the contract without paying for it.”

The facts of the case are as follows: The Plaintiff and the Defendant, a Petroleum Distribution Company, entered into a haulage agreement. Under the agreement, the Plaintiff, who had two trucks, placed them at the disposal of the Defendant for the distribution of the Defendant’s products. Subsequently, the Defendant introduced some changes to its fleet management system. The changes meant that it was unable to deal with small fleet owners like the Plaintiff. The Defendant therefore urged the Plaintiff to place his trucks under a company with a larger fleet.  The Plaintiff complied and placed his trucks with another company known as Benko Ltd.

And here is where it gets interesting.  The Plaintiff’s trucks, it was alleged, were loaded with six consignments of which none were delivered. Out of the six consignments, there was evidence that the Plaintiff’s truck driver had signed a delivery note for only one consignment.

One of the issues for determination by the court was whether the Plaintiff or his driver was responsible for the five consignments for which his driver did not sign the delivery notes. In the view of the Plaintiff, it was liable only for the consignment it signed the delivery note for. The Defendant on the other hand admitted that even though the usual practice was that the drivers accepted delivery by signing the delivery note, “the failure of the driver to sign the delivery note cannot negate bailment’’ especially where there are other pieces of evidence before the court in the form of admissions by the Plaintiff, that the Defendant’s products were loaded into his vehicle for delivery.

The court agreed with the Defendant’s argument and noted that the failure by a person to sign a document will not invalidate the document or affect its validity or effectiveness.

The court relied on the Election Petition case[4] where the Supreme Court in the majority decision noted that even though article 49 of the 1992 constitution used the word “shall sign”, the failure by the presiding officer to sign the pink sheets did not invalidate the declared results. The learned judges also made reference to the case of In re N (A Minor)[5] where it was noted that failure to sign a document could be as a result of an error and that there was no magic in a signature.

The court therefore concluded that “the driver’s signature provides some form of evidence that the delivery to him has been made.” But it went to say that: “in instances where he does not sign but other evidence showed that delivery was in fact made to him, in terms of the specific provisions of the contract in force, it would be unjust to hold otherwise.”

The case goes to show that at any point in time the value of a signature is what the court says it is. The court’s primary duty to do justice at all times therefore does not fade away simply because of the presence or absence of a signature.

[1] Writing and Signature in the Constitution and Proof of Contracts, 2003 Sing. J. Legal Stud. 333

[2] Reed, “What is a Signature” (2000) 3 J.I.L.T.; http://elj.warwick.ac.uk/jilt/00-3/reed.html

[3] CIVIL APPEAL NO.J4/34/2016 (unreported)

[4] (2013) SCGLR (Special Edition) 73

[5] (1972) 1 WLR 596