Electronic Signature in UK Law

It was common ground both before the judge and before us that an electronic signature is sufficient and that a first name, initials, or perhaps a nickname will suffice. In my judgment Mr Hindley put his name, Guy, on the email so as to indicate that it came with his authority and that he took responsibility for the contents. I have no doubt that that is a sufficient authentication.

As at February 2008 Mr Salgaocar's shareholdings gave him ultimate control of about 82.5% of its shares. Members of his immediate family held a further 6.5% of the shares directly. Under the Articles of Association Mr Salgaocar had power to appoint and remove one third of the Board of Directors. It featured a formal photograph of Mr Salgaocar with his two sons, Sameer and Arjun Salgaocar, who were described as directors of the company.

The disclosure ordered by Walker J herein has revealed that since 2005 Howe Robinson has fixed around 125 vessels on Mr Salgaocar's instructions with Trustworth as charterers. Of those 43 fixtures 36 involved guarantees in the same form as in the present case namely by a single line in the charterparty. In January and February 2008 Howe Robinson concluded 15 other fixtures on Mr Salgaocar's instructions, three of which were guaranteed by SMI.

I do not accept Mr Kimmins' submission that the characteristic performance of a warranty of authority contract is the provision of the warranty. The provision of the warranty is the promise, not the performance of it. A person who warrants his authority warrants that a state of affairs exists. The warranty is fulfilled if he has the authority which he claims to have.

The next question is whether it appears from the circumstances as a whole that the contract whereby Mr Salgaocar warranted his authority is more closely connected with England. Golden Ocean submits that that is so because English law was to govern the guarantee and charterparty, which, had he had authority, would have been concluded between Mr Salgaocar and his apparent principals. There is an express choice of English law in the charterparty, which also contains the guarantee.

Given that I have found that the claim in deceit succeeds, it is not strictly necessary to decide whether this is an appropriate case in which to pierce the corporate veil and permit a claim which should otherwise be pursued against the company to be pursued against the defendant.

“If [the defendant's submission relying upon the plaintiff's misconduct] can be founded on any principle, it must be, that a man must come to a Court of Equity with clean hands; but when this is said, it does not mean a general depravity; it must have an immediate and necessary relation to the equity sued for; it must be a depravity in a legal as well as a moral sense” In such circumstances it cannot be that the applicant needed to succeed in his trickery in order to obtain equitable relief.