eSignature Legality in New Zealand

E-Signature Legality Summary

Under New Zealand law, a written signature is not necessarily required for a valid contract - contracts are generally valid if legally competent parties reach an agreement, whether they agree verbally, electronically or in a physical paper document.

The CCLA specifically confirms that contracts cannot be denied enforceability merely because they are executed electronically. Under the CCLA, an “electronic signature” is treated as the legal equivalent of a written signature when determining a party’s intention to be legally bound by an agreement or deed, provided that the electronic signature (1) adequately identifies the signatory, (2) adequately indicates the signatory’s approval of the information to which the signature relates, and (3) is reliable as is appropriate given the purpose for and the circumstances in which the signature is required.

There is a presumption that an electronic signature “is reliable as is appropriate” if the means of creating the signature are (1) linked to the signatory, (2) under the signatory’s control, (3) under the control of no other person, and (4) any alterations to the signature, or the information to which the signature is related to, made after the time of signing, are detectable. However, a person may prove on other grounds that an electronic signature is, or is not, “reliable as is appropriate.” Under the CCLA, a person is not required to use, provide, or accept information in electronic form without that person’s consent. If a law requires a signature in connection with information that must be given to someone, an electronic signature can fulfill this requirement only if the recipient agrees to accept an electronic signature. Consent to accept an electronic signature may be inferred from a person’s conduct. Subject to the exceptions in Part 4 of the CCLA, witnesses may use an electronic signature so long as it meets the same requirements under the CCLA.

Documents That May be Signed Electronically

Use cases where electronic signatures are typically appropriate include:

• Some HR documents (e.g., employment contracts, benefits paperwork, and other new employee onboarding processes);

• Commercial agreements between corporate entities (e.g., NDAs, procurement documents, sales agreements);

• Some consumer agreements (e.g., new retail account opening documents);

• Certain real estate documents (e.g., lease agreements); and

• IP licenses, including patent, copyright and trademark.

Further Guidance

Part 4 of the CCLA provides a list of documents that are specifically barred from digital or electronic transaction and signature processes or have explicit requirements, such as handwritten (e.g., wet ink) signatures or formal notarial processes that are not usually compatible with electronic signatures or digital transaction management:

• notices that are required to be given to the public;

• information that is required to be given in writing either in person or by registered post;

• notices that are required to be attached to any thing or left or displayed in any place;

• affidavits, statutory declarations, or other documents given on oath or affirmation;

• powers of attorney or enduring powers of attorney (other than those created in connection with a security interest);

• wills, codicils, or other testamentary instruments;

• negotiable instruments;

• bills of lading;

• requirements to produce or serve a warrant or other document that authorizes—

  • entry on premises,

  • the search of any person, place, or thing, or

  • the seizure of any thing; and

• information required in respect of any goods or services by a consumer information standard or a product safety standard or a services safety standard prescribed under the Fair Trading Act 1986.

There are no specific requirements or restrictions for using electronic signatures with government entities. However, government departments may have their own policies in place. For example, the New Zealand Companies Office has a standard of electronic signing for documents provided to the Companies Office.

Seminal Court Cases

None.