Everyday Questions – And An Inhouse Counsel's Automated Chatbot Responses

They also experience moving away from immediate gratification of litigation where an interim order can feel like a win to the slow and sometimes frustrating back and forth of negotiating indemnity or reps and warranty clause like it's a life-or-death situation. That said, in-house life brings its own kind of satisfaction, like being a strategic part of closing a deal, preventing a potential risk before it escalates, or earning the trust of business teams who begin to see you as more than just a legal reviewer or pencil pusher.

But perhaps the most curious part of in-house life is the repetition, the same set of questions asked, or legal assumption made by almost everyone across the system. The answers become so routine that you sometimes feel your job could be done by an AI chatbot programmed with just a handful of standard responses. This article sets out some of those classic questions, along with slightly more detailed answers, something every in-house counsel has probably wished they could pin on a notice board, or better yet, feed into the system and let AI handle it.

Question 1 – “This agreement was not signed on all pages. Is this rightfully executed?” or “Do we need to sign it on very page?” or “We should sign it on every page.”

There is no Act, rule, regulation, or law in India that requires a contract to be signed or initialled on every page. This practice originated in earlier times to prevent pages of typed or handwritten contracts from being replaced after signing, as there was no reliable way to record or verify the final version of the agreement. Signing every page helped reduce the chances of fraud or disputes over tampered documents.

However, in today's digital age, where agreements are finalised over email and the final execution versions are shared among all parties, the risk of someone successfully claiming that pages were replaced is extremely low. Multiple versions are exchanged and recorded, creating a clear record trail.

Therefore, there is absolutely no need or legal requirement to sign or initial every page of a contract that has been finalised and shared digitally. While banks and other similar institutes may still insist on signing every page, the rest of us are free to retire our pens and leave the signature marathons to them.

Question 2 – “You have the approval from the authorised signatory, can't you put the e-signature/DSC?”

Before answering this question, it is important to understand the various ways in which documents are, or can be, executed today:

(a) Virtual Signatures: Standard virtual signatures are essentially visual electronic representations of a wet-ink signature. When an image of a signature is inserted into a Word or PDF file, the document is considered executed using a virtual signature. These are also the types of signatures one often encounters while accepting deliveries.

(b) Digital Signature Certificates (DSCs): A Digital Signature Certificate is a legally recognized electronic alternative to traditional wet signatures. It typically involves the use of a USB token (DSC token), which is issued by a certifying authority after authenticating the identity of the signatory. These are commonly used in corporate and government environments for secure digital signing.

(c) Aadhaar/PAN-based E-signatures: There are e-sign service providers that enable parties to sign documents using Aadhaar or PAN-based verification. Under this method, the parties receive an email with a signing link, and the signing is authenticated through Aadhaar verification.

There is no specific law that mandates whether the signatory herself must affix the signature (be it virtual, DSC, or Aadhaar/PAN-based), or whether an assistant may do so on her behalf after obtaining her approval.

However, under Section 67A of the Bharatiya Sakshya Adhiniyam, if a party claims that an e-signature has been affixed by a person, then:

• In the case of virtual signatures, the burden of proof lies on the party claiming that the document was signed by the person in question.
• In the case of DSC or Aadhaar/PAN-based signatures, no such burden arises, and it is presumed that the signatory herself executed the document.

Accordingly, while anyone may technically affix a DSC or Aadhaar-based signature on behalf of an authorised signatory, it is presumed to have been done by the signatory herself. This presumption does not apply in the case of virtual signatures.

Therefore, it is advisable for organisations to adopt secure signing methods like DSC or Aadhar/PAN based signing. Once the signatory has approved the document, it may be executed through any of the methods mentioned above, by the signatory or someone on her behalf, as long as proper internal processes are followed.

Question 3 – This is usually rather a direction than question: “Please collate the hard copy after e execution” or “We have executed the agreement in soft copy do we need to execute it in hard copy as well?”

This question is mostly addressed in the one above. Ideally, if secure signatures (such as DSC or Aadhaar/PAN-based signing) have been used for execution of the documents, collation of hard copies is not required. However, if secure signatures have not been used, then hard copies are required.

Question 4 – “Do we need to sign the stamp paper and have a few lines of the agreement printed on stamp paper?”

No.

The idea behind the use of a non-judicial Stamp Paper is to ensure that the requisite stamp duty is paid to the government exchequer. As long as the applicable stamp duty has been duly paid and a valid stamp paper has been affixed to the agreement, the document is legally enforceable.

Under the Indian Stamp Act, 1899, instruments chargeable with duty are not admissible in evidence unless duly stamped. However, the law does not prescribe any specific format for execution, nor does it require the entire agreement to be printed on stamp paper. Even if the agreement is annexed or attached to the stamp paper without it being printed on it, the document is still valid, provided the duty paid corresponds to the instrument's nature and value.

Question 5 – This stamp paper is more than 3 months old and expired and so we can't use it. Can we use it?”

Stamp paper does not expire. The three-month period is relevant only for seeking a refund of the stamp duty paid. After the expiry of this period, the stamp duty amount becomes non-refundable; however, the validity of the stamp paper itself remains unaffected.

Question 6 - The most spectacular question of all: “Do you want to look at the document? It is all commercial.”

Yes, I do, because the same document containing all the commercial aspects may ultimately be presented in court for interpretation, and the Judge, who is not a businessperson, will be the one interpreting it.

These questions and many others often bring a smile to the face of an in-house counsel, serving as a reminder that while most of us confidently navigate legal and medical matters in everyday life, true expertise in these fields requires a depth of understanding that goes far beyond common perception.

Views are personal.