Documents at Scale

The note that could not be lost

In November 2010, Wells Fargo told a Palm Beach County court that it had lost a promissory note. Its amended complaint said the note had been lost or destroyed at some point after April 1, 2008, and that a diligent search had not found it. The note had never been on paper. Carlos Rivera and Yanira Pena Santiago had signed it electronically that April evening, twenty-six seconds apart. It existed only as an electronic record, and a registry tracked who held it. The bank’s own witness agreed there was no paper original. At trial, the bank dropped the lost-note count, explaining that it had been an error.

The mistake is worth a second look, because it shows how much of the law of signing grew up around paper. A handwritten signature does three jobs at once. It shows that someone meant to be bound, it points to who that someone was, and it sits on a page whose words anyone can read. So what does an electronic signature have to show to do the same work, and where does Florida law still ask for more than a click? This reading sets the two kinds of signature side by side, then turns to the file behind the signature. In the activity, you send an engagement letter out for signature and explain to a partner why the signature binds.

Intent: what the click has to mean

On paper, a signature is a mark made to show assent, and courts have long accepted marks other than a name written by hand. In Haire v. Florida Department of Agriculture & Consumer Services (opens in a new tab), the Supreme Court of Florida cited older cases upholding a warrant signed with a facsimile and a notice of appeal filed without an original signature. The case arose from the state’s citrus canker program, where one application sought search warrants for 7,402 properties. One judge let the Department of Agriculture place his signature on warrants electronically, and the judge hearing the homeowners’ challenge barred warrants bearing judges’ electronic signatures. The Supreme Court approved the Fourth District’s decision lifting that ban. It relied on the general rule that where no statute or rule prescribes how to sign, a signature may be affixed by a number of different means.

The Fourth District, whose decision the Supreme Court approved, had drawn the line that matters most here. A judge who directs the use of an electronic signature is still attesting to the act of issuing the warrant, so the signature is still the judge’s. What the Fourth District disapproved was the procedure one judge had allowed: the Department itself preparing warrants and signing them with the judge’s signature. The form of the mark did not matter. Whose act it was did.

Florida’s statute for the electronic version is section 668.50, the Uniform Electronic Transaction Act. Its definition of an electronic signature turns on intent rather than form. It is a sound, symbol, or process, attached to or logically associated with a record, and executed or adopted with the intent to sign. A typed name can qualify, and so can a click on a button marked Sign. Subsection (7) then removes the old objection. A record or signature may not be denied legal effect solely because it is electronic, and where a law requires a signature, an electronic one satisfies it.

One condition comes first. The act applies only between parties who have agreed to do business electronically, and subsection (5)(b) lets that agreement be found in the context and the parties’ conduct. The Wells Fargo note said it outright. The borrowers stated in it that they had signed the electronically created note with an electronic signature. They also agreed it would be valid under the uniform act or its federal counterpart. The signing paragraph in Temko Eden’s engagement letter does the same work in fewer words.

That federal counterpart is the E-SIGN Act. It bars denying legal effect to a signature, contract, or record in interstate commerce solely because it is electronic. It adds consent rules for notices a law requires a consumer to receive in writing. And it lets a state’s enactment of the uniform act modify or supersede its general rule for matters of state law.

Identity: whose act it was

A handwritten signature ties a page to a person through the hand itself. When one is disputed, the handwriting is evidence, and so are the people who watched it made. A click carries no hand. It shows only that someone with access to an account pressed a button. Section 668.50(9) answers by making attribution a matter of proof. A signature belongs to a person if it was that person’s act, which may be shown in any manner, including by the efficacy of a security procedure.

E-signature services build that proof as they go. The audit trail records where the request was sent, when the document was opened and signed, and from what IP address. Many services also seal the finished file so that later changes show. None of it proves who sat at the keyboard. It proves which account acted, and the rest is inference. The client controls her own email, no one else had her password, and the IP address fits where she lives.

Sometimes the law supplies the inference. In Rivera v. Wells Fargo Bank, N.A. (opens in a new tab), the borrowers argued that the bank had not proved the electronic note carried their signatures. For a note like theirs, Florida’s commercial code does not make the party enforcing it prove a signature valid until some evidence suggests the signature was forged or unauthorized. The borrowers offered none, and the Fourth District affirmed the foreclosure.

When there is evidence, the electronic record can cut the other way. In September 2022, a quitclaim deed moved a Bal Harbour condominium to a company called Budaevs Holdings LLC. Liudmila Golubtsova had bought the condominium with her husband, whom she had since divorced. The deed carried an electronic signature in her name and was notarized online by a remote notarization company. She sued. Her affidavit said she had watched the company’s video of the session, and the woman seated beside her former husband, claiming to be her, was not her. The trial court called the affidavit conclusory and entered summary judgment against her. In Golubtsova v. Budaev, No. 3D24-1117 (Fla. 3d DCA Sept. 24, 2025) (opens in a new tab), the Third District reversed. Her sworn denial, grounded in the recording, created a genuine dispute over whether the signature was hers. The company’s records, produced later, showed that the passport credential check in her name had failed eight times before it passed.

Set the two cases next to each other and the comparison changes shape. A paper signing leaves a signature and little else. An electronic signing leaves a record of its own making, and that record is evidence for whichever side it helps.

Where a click is not enough

Section 668.50 does not reach every signature. It does not govern the creation and execution of wills, codicils, or testamentary trusts. It also mostly steps aside where rules of judicial procedure govern, so court rules decide how a court filing is signed. The federal act keeps its own list of exceptions in 15 U.S.C. § 7003. Wills, adoption, divorce, and other family law matters are on it. So are court documents and certain notices, among them a notice of foreclosure or eviction on a person’s primary residence.

A will is the clearest case. Florida allows an electronic will, but section 732.522 lets its witnesses attend by audio and video only inside an online notarization session under chapter 117, part II. An online notary supervises the witnessing under section 117.285, and each person’s identity is confirmed under section 117.265. Each witness must also hear the signer say that she has signed.

Remote online notarization is built to leave evidence behind. Unless the notary knows the signer personally, the notary confirms identity through a government ID run through credential analysis and through identity proofing, such as knowledge-based questions. The session is recorded, and the recording must be kept at least ten years. For a will, section 117.285 goes further when fewer than two witnesses are in the room with the signer. The service must first ask whether she is impaired by drugs or alcohol, whether a condition limits her daily activities, and whether she needs help with daily care. A yes to any of them means only witnesses physically present with her can validly witness her signature. During the session the notary must also ask whether she is married and who helped her join the call and prepare the documents. The notary asks, too, where she is and who is in the room with her. Remote witnessing does not count at all for a signer who is a vulnerable adult.

The questions suggest what the Legislature had in mind. A will is read after the one person who could explain it has died. The questions about who helped and who is in the room aim at someone steering the signing from off camera. An hourly engagement letter needs none of this. No statute asks that it be witnessed or notarized, so a signature attributable to the client is enough.

What a copy carries

Paper had one more virtue. A photocopy carries only what is printed on the page. A file carries its history. When a firm makes each new letter by opening the last one and typing over it, every letter inherits whatever the last client’s file was holding.

A template solves the copying problem at the source. It is a document built to be copied, holding only the text every client shares. A mail merge fills it from a table, one letter per row, and a rule can drop a paragraph for the clients it does not fit. Document assembly takes the idea further, choosing whole clauses from the answers to an interview. Scale cuts both ways. Build the template right and every letter is right; leave one wrong fact in it and every client receives that fact.

The law’s word for what a file carries is metadata. Ethics Opinion 06-2 (opens in a new tab) quotes a definition: “information describing the history, tracking, or management of an electronic document.” The opinion puts a duty on each end of an exchange. The sending lawyer must take reasonable steps to protect the confidential information a document’s metadata holds. The receiving lawyer should not try to extract what the sender did not intend to send, and one who comes across it anyway must promptly notify the sender. The opinion does not address documents produced in discovery, which other rules govern.

The tools help, within limits. Word’s Document Inspector finds comments, tracked changes, document properties, headers and footers, and hidden text. Microsoft’s own page lists what it misses, such as white text on a white page. Saving as PDF is no cure by itself, because Word can carry a document’s properties into the PDF. So the last check runs on the file that will actually leave the office.

Back to Temko Eden

The activity starts where this reading ends, with a file. Before you remove anything from Howard Ashdown’s letter, find everything it carries and write it down, because the log is how you will know the template came out clean. Build the template, merge only the matters whose conflict checks have cleared, and read each letter as its client will. When the signed letter comes back, read its audit trail the way the lawyer in the Signature Challenge will: as evidence of whose act the signature was, and of what it cannot show. And when Luis Ortega asks about Anne Pruitt Lowry’s will, start with the exclusion in section 668.50 and follow it to chapter 117.