Can a letter of intent be signed electronically?

These statutes speak to legal requirements for a signature and to contract formation generally; ask your lawyer whether any such requirement applies to your letter. BDC says the letter must be signed by the seller, the buyer and the other parties involved, as the case may be; that is BDC’s description, not a legal rule. This page covers three provinces, each on its own statute. For terms such as counterparts, see electronic signature and counterparts.

Ontario

Ontario’s Electronic Commerce Act, 2000 provides in section 11 that, subject to subsections (3) and (4), a legal requirement that a document be signed is satisfied by an electronic signature. It defines an electronic signature as electronic information that a person creates or adopts in order to sign a document and that is in, attached to or associated with the document. Section 3 says nothing in the Act requires a person to use, provide or accept an electronic form without the person’s consent, and that, subject to section 14 on public bodies, consent may be inferred from conduct if there are reasonable grounds to believe that the consent is genuine and is relevant to the information or document. Under section 19 (3), a contract is not invalid or unenforceable by reason only of being in electronic form. Sections 28 to 31 set out what the Act does not apply to.

British Columbia

British Columbia’s Electronic Transactions Act says that if there is a requirement under law for the signature of a person, an electronic signature satisfies it. That rule does not apply to a signature on a prescribed record or class of records unless the proof described in section 21 (2) (d) is present. The Act says nothing in it requires a person to provide, receive or retain a record in electronic form without the person’s consent. Unless the parties agree otherwise, an offer, its acceptance or any other matter material to forming a contract may be expressed electronically. Section 2 lists matters to which the Act does not apply.

Alberta

Alberta’s Electronic Transactions Act says in section 16 that, subject to subsection (2) and section 22, a legal requirement that a record be signed is satisfied by an electronic signature; section 22 sets additional conditions for a signature that is to be provided to a public body. Section 8 says nothing in the Act requires a person to use, provide or accept information or a record in electronic form without the person’s consent. Sections 4 to 7 set out what the Act does not apply to, including the records listed in section 7.

What the statutes do not settle

These Acts do not say whether a given letter binds anyone. That turns on its wording; see whether a letter of intent is binding. For any other province or territory, check your province’s rules with a lawyer.