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Do we need to reissue an original contract or will a photocopied version suffice?

Expert: Tony Frost

Kevin asked:

We were going back and forth with our client to get a contract signed, but it went missing in the mail. Now one party has an original with 2 signatures, while the other party has a photocopy with 2 signatures. My question is: do we need to reissue the original and go through the process of getting them signed again or will the photocopied version suffice? We are in Ontario.

Tony Frost answered:

With limited exceptions outlined in a handful of statutes, contracts are not required by law to be reduced to writing. As a matter of practice, the court accepts written agreements as the best evidence of the parties' understanding of the terms of the agreement. Without a written and signed agreement, the chances of proving a contract in court is greatly reduced; the rule of thumb is the more sophisticated the parties are, the less likely it will be for the court to accept anything less than the original signed contract. Following on this logic, in most cases there is no need for original signatures to be proved particularly where there is no issue of execution. For greater comfort, one might consider sending back the executed photocopy version of the contract to the other side confirming that it is a copy of the contract as signed. If there is no response, further proof of authenticity has been generated for future proof purposes.

About the author

Tony Frost is a litigation, commercial and estate lawyer with Mills & Mills LLP located at Yonge and St. Clair in Toronto. Click here for Tony's Profile.

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