Jurisdiction(s):
United Kingdom

Virtual execution of deeds: Bioconstruct v Winspear applies Mercury; pre-signed pages from altered drafts invalid; strict LP(MP)A 1989 and CA 2006 compliance required (England and Wales)

Published on: 27 January 2020

Published by a LexisNexis Commercial expert

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Article summary

Bioconstruct GmbH v Winspear and another [2020] EWHC 7 (QB) What are the practical implications of this case?

The ruling rekindles discussion about optimal methods for completing a closing with pre-executed pages, particularly where multiple parties and signatories are involved and where amendments or corrections are made to previously circulated written contracts. The court’s analysis, relating to a deed that was both signed and acted upon by the party seeking to rely on it, yet held invalid and unenforceable, underscores the need for caution when attaching pre-signed signature pages to deeds. In this respect, the judgment draws attention to a circumstance not expressly covered by the Law Society of England & Wales’ Practice Note, ‘Execution of documents by virtual means’ (16 February 2010). That guidance identifies Koenigsblatt v Sweet as the leading authority on ratification for written agreements. In that decision, the Court of Appeal determined that a written contract could be modified after signature where the person effecting the change had authority, or, if they lacked it, where their act was later ratified. The Law Society’s guidance sets out recommendations on executing the following categories of...

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