Also known as: intention to authenticate · intents to authenticate · authentication intent
Written by attorneys · grounded in primary & secondary sources — see below
The mental state required when a party executes or adopts a symbol or associates an electronic process with a record. This state must accompany the act to indicate that the record is that party's own.
Martin at Silver Screen Studios used a customized graphic displaying his stylized name and company logo at the bottom of every email negotiating a film score with composer Lena. The graphic appeared automatically after each message discussing fees and terms. When Silver Screen later denied any contract, the court examined whether Martin had used the graphic with the required state of mind to treat the emails as authenticated.
Dr. Vargas at Union Therapeutics reviewed a term sheet on company letterhead, increased the royalty rate by hand, and placed her initials EV in the margin beside the change. She then scanned and emailed the annotated document to Atlantic Therapeutics without marking the designated signature line. Atlantic later sued for breach, and the dispute turned on whether Vargas's initials reflected the necessary state of mind to authenticate the entire term sheet.
Select any source to read its text and confirm it supports the definition.
No. The required state of mind focuses on whether the party intended the symbol to authenticate the record as its own, not on full comprehension of every clause. Selecting a stored signature option on an electronic platform or placing initials next to a change can satisfy the requirement even if the signer did not review every detail that day.
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Yes, when the surrounding circumstances support an inference that the party adopted the letterhead or logo to authenticate the writing. A blank signature line may weaken that inference, but completing quantity blanks by hand and returning the form on company letterhead can supply the required intent.
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No. The location of the symbol is irrelevant so long as it was made or adopted with the intent to authenticate the writing. Initials in a margin next to a single change or a graphic at the bottom of emails can suffice.
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It can. A party who writes substantive terms in the margin and returns the document manifests an intent to adopt the writing as its own. The factfinder may infer authentication from that conduct even if the formal signature line remains blank.
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