I receive a number of inquiries about the timing of electronic instruments being certified and signed and why signing is left so close to settlement.

Ideally, the certify and sign process should occur as soon as the solicitor holds all the necessary documentation to make the certifications. That could occur a week or more from settlement.

There are many firms intentionally delaying such signing until the last minute due to the frustrating experience in previous transactions of having their certifications removed due to changes made by the other side.

A necessary safeguard of the system is that it is impossible for a certified and signed instrument to be registered in anything other than the exact form that it was signed. That goes to the heart of the non-repudiation aspect of e-dealing.

Any change made by the other side (or anyone) will remove the certifications and necessitate resigning by the solicitor. A clear warning message is displayed if any attempt is made to change a signed instrument, advising that any certifications will be removed if a change is made.

Please extend a professional courtesy to the other side and carefully consider the need to make the change. Yes, clients change their minds, but we need to manage how and when that occurs.

You would not send a replacement transfer to a vendor on settlement day and demand for it to be signed on that same day. The same analogy applies to electronic instruments: if they have been certified and signed by the other side, you cannot make unilateral changes on settlement day and expect resigning on that same day.

Duncan Terris
February 2006