Integral argued that the issue should be characterized as whether the contract was valid for lack of a second signature. The validity of the contract had to be determined in accordance with Article 11 of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I Regulation). Under the Rome I Regulation, a contract is valid if it meets the requirements of its applicable law, which in this case was English law. Integral further argued that, in a contract which, at the discretion of the parties, was governed by English law, it would be abnormal and non-commercial for the parties to be referred to a foreign legal system in order to determine whether the contract had been validly performed. A foreign company may perform an English deed either by affixing its common seal or by performing it in any other manner permitted by the laws of its own territory. Alternatively, the document may be executed by a signatory, provided that it is clearly expressed as being executed by the company. They managed to conclude the agreement; All that remains is to sign the documents. That`s the easy part, right? That`s what you might think, but it`s important not to slip at this point, especially if you`re signing contracts with foreign companies and planning to use electronic signatures. In the not-so-distant past, it was not certain that a foreign company could effectively execute a document governed by English law, except by its common seal. If he did not have a common seal, the best advice, strange as it may seem, was probably to use a simple plate seal and adopt it as a common seal for the execution of the document.

In the most recent case In Integral Petroleum SA v. Scu-Finanz AG [2015] EWCA Civ 144, the English Court of Appeal examined whether a supply contract governed by English law and concluded by two Swiss oil companies was binding. The defendant successfully argued that the contract was not binding since it had been signed only by one representative of the Swiss company and not by two representatives, as required by Swiss law. It is generally assumed that a document has been properly executed by a foreign company if, on first glance, it was signed by a person acting under the supervision of the foreign company (in accordance with its local laws) and indicates that it was signed by the foreign company. Swiss law stipulates that in cases where more than one “authorized signatory” (a representative of a Swiss company) has jointly obtained the signing authority, as was the case with the SCU, the signatures of all authorized signatories are required for a document to be validly executed. The contract between Integral and SCU was only signed by an authorized signatory on behalf of SCU. Therefore, SCU argued that the agreement was not binding on the SCU because it had not been signed by “all” UCS signings (i.e. two of them). In the first place, Popplewell agreed with J. Inserted in full. Integral argued, in the alternative, that the Foreign Companies (Enforcement of Documents and Registration of Fees) Regulations 2009 were applicable. The 2009 Regulations amend the Companies Act 2006 and establish the formalities for a foreign company to render a document valid.

The Companies Act 2006, as amended by the 2009 Regulations, provides that a contract is deemed to have been properly performed if it purports to be signed under section 44(2) of the Companies Act 2006 because it was signed by a person acting under the supervision of the company concerned. In an application to set aside a judgment in absentia, Popplewell J. had to decide which law was applicable to the question of whether a contract was binding on a Swiss company. The question was whether the signature of an individual director (authorized signatory) of a Swiss public limited company can bind them to a supply contract if, under Swiss law, the signatures of two of these directors are required “in order to establish rights and obligations on behalf of the company by their signature”. The court held that this was a matter of incorporation of the company in its broad interpretation and that it was governed not by the Rome I2 Regulation but by the conflict-of-laws principles of the common law. This means that the case is subject to Swiss law and that the only signature does not bind the company to the contract. The 2009 regulation did not save the contract because it could not be said how it required the contract to be “allegedly signed by a person acting under Swiss law under the authority (express or implied) of the company, as this required two signatures. This suggests that the 2009 regulations are limited in scope, at least because of a number of facts like these. They allow English courts to recognise that a foreign company has actually executed a document, even if the type of enforcement would not necessarily be effective for an English company, but do not avoid the need to verify whether the enforcement was valid under the relevant foreign law (i.e., in this case, under Swiss law). For this reason alone, obtaining advice (preferably legal advice) from qualified lawyers instead of incorporation is an appropriate precaution when borrowing loans from a foreign company or taking them from a foreign company, and this is documented in English law. Differences in language, culture and legal systems can strongly influence the success of an international business relationship. If you are doing business with a company based in another country, it is important to enter into written agreements that cover issues unique to international trade.

At Cantwell & Goldman PA, our international business lawyers can help U.S. domestic and foreign companies succeed both in Florida and in the global marketplace. A contract under English law can also be signed in the name of a foreign company. For such a signature to be valid, the contract must be signed by an authorized signatory of the company, and it must also be expressed that it was signed by the company. Again, for security reasons, it is advisable to obtain an opinion from a lawyer from the Overseas Territory concerned confirming that the “authorized signatory” is in fact duly authorized under local law. Note: This case highlights the importance of ensuring, when entering into a transaction, that the transaction documents are properly executed in accordance with the law of the place of incorporation of the parties and not only as a matter of the law chosen by the parties to regulate their substantive obligations. .