Is a Contract Signed with a Scanned Signature Invalid Due to Sham or Fictitious Nature?

The use of scanned signatures (image-based signatures) in electronic documents has become increasingly common in commercial transactions and contractual relationships. However, this practice raises several legal issues, including whether a scanned signature is equivalent to an electronic signature under current law; whether a contract may be declared invalid when the signature is suspected to be sham or forged; how courts assess such cases; and what types of evidence parties must provide to protect their lawful interests.
This article analyzes the applicable legal framework, sets out criteria for legal distinction, examines judicial approaches, and offers practical recommendations.

1. MAIN LEGAL FRAMEWORK

1.1. The 2015 Civil Code (Validity, Form, and Invalidity)

• Article 117 stipulates the conditions for validity of civil transactions, including legal capacity of the parties, voluntary intent, and lawful purpose not contrary to prohibitory provisions or social ethics.
• Article 119 provides that civil transactions may be established in verbal, written, or specific conduct forms; transactions conducted via electronic means in the form of data messages are deemed written transactions in accordance with electronic transaction laws.
• Article 124 governs sham (fictitious) transactions: a civil transaction established in a sham manner to conceal another transaction or to evade obligations toward a third party shall be invalid.
• Article 131 prescribes the legal consequences of invalid transactions: an invalid transaction does not give rise to rights or obligations; the parties must restore the original status quo and return what has been received.

Significance: The Civil Code establishes genuine intent and lawful form as the two fundamental pillars determining transactional validity. Sham transactions—those lacking genuine intent—are invalid.

1.2. The 2023 Law on Electronic Transactions

The Law on Electronic Transactions 2023 (effective from 1 July 2024) recognizes data messages as written documents when their contents are accessible. It defines electronic signatures, their legal validity, and the conditions under which an electronic signature has legal effect.
The Law emphasizes the distinction between types of electronic signatures and requires technical and procedural safeguards to ensure authenticity, integrity, and non-repudiation.

1.3. Decree No. 23/2025/ND-CP

(on Electronic Signatures and Trust Services)

Decree No. 23/2025/ND-CP, effective from 10 April 2025, provides detailed regulations on electronic signatures, technical standards, authentication levels, the concept of a “reliable electronic signature”, and the responsibilities of trust service providers.
This Decree establishes a clear sector-specific legal framework distinguishing electronic signatures with high legal value from other signing methods.

2. LEGAL ANALYSIS

2.1. Legal Nature of Scanned Signatures versus Electronic Signatures

A scanned signature is an image of a handwritten signature (e.g., JPEG or PNG) inserted into an electronic document (PDF, Word). From a technical perspective, a scanned signature lacks authentication mechanisms such as cryptographic keys, digital certificates, timestamps, or audit trails, which are required under the 2023 Law on Electronic Transactions and Decree No. 23/2025 to ensure reliability.
Accordingly, a scanned signature does not automatically qualify as a reliable electronic signature under Vietnamese electronic transaction law.

2.2. Does the Use of a Scanned Signature Render a Contract Invalid?

Not necessarily.
Pursuant to Articles 117 and 119 of the 2015 Civil Code, contractual validity primarily depends on the genuine intent of the parties. Where sector-specific laws do not require a particular form, electronic transactions may be recognized. If the parties have performed their contractual obligations (e.g., delivery of goods, payment, provision of services), and no law mandates a reliable electronic signature or notarization, courts may uphold the validity of a contract signed with scanned signatures based on the totality of evidence.

2.3. When a Scanned Signature Leads to Invalidity Due to “Sham” Nature

A contract signed with a scanned signature may be declared invalid in the following cases:

1. Forged signature
   If the purported signatory proves that they did not sign the document, or that their signature image was copied or unlawfully used—resulting in the absence of voluntary intent—the transaction is deemed sham and invalid under Article 124 of the Civil Code.
2. Sham transaction
   Where the contract serves merely as a façade to conceal another transaction or to evade obligations toward a third party, it shall be invalid pursuant to Article 124.
3. Violation of mandatory form requirements
   If sector-specific laws require a reliable electronic signature, certification, notarization, or authentication (e.g., in banking, real estate, or public administrative procedures), the use of a scanned signature alone constitutes a breach of mandatory form and may lead to invalidity or mandatory rectification under applicable law.

2.4. Role and Assessment of Evidence by Courts

In disputes, courts conduct a comprehensive assessment of evidence to determine:

• The existence of genuine intent (witness statements, actual performance such as delivery, payment, email correspondence, meeting minutes);
• Technical electronic evidence (system logs, sending/receiving records, timestamps, file metadata, digital certificates if available), as encouraged by the 2023 Law on Electronic Transactions;
• Expert conclusions on handwriting or technical forensic analysis where forgery is alleged.

If evidence shows that the scanned signature was inserted without the signatory’s intent, the contract will be declared invalid. Conversely, where evidence demonstrates intent and performance, courts may uphold the contract despite the use of a scanned signature.

3. PRACTICAL APPLICATIONS AND ILLUSTRATIVE EXAMPLES

• Commercial transactions between enterprises: Where parties exchange emails, perform obligations (delivery and payment), and maintain transaction records, contracts signed with scanned signatures are often recognized as valid evidence of contractual relations.
• Transactions requiring special form: In areas such as land use rights transfer or other regulated sectors, scanned signatures cannot replace notarization, certification, or reliable electronic signatures, and such contracts may be invalid or rejected by authorities.
• Forgery cases: Where an individual discovers that their signature image was used without consent, they may request the court to declare the contract invalid and/or initiate criminal proceedings for document forgery or fraud.

4. PRACTICAL RECOMMENDATIONS TO MINIMIZE LEGAL RISKS

1. Prioritize the use of reliable electronic signatures in accordance with the 2023 Law on Electronic Transactions and Decree No. 23/2025 for important transactions or those requiring specific forms. This enhances authenticity, integrity, and non-repudiation.
2. Preserve comprehensive electronic evidence, including confirmation emails, system logs, timestamps, digital certificates, and file metadata.
3. Supplement scanned signatures with confirmation actions, such as email confirmations, OTP-based SMS confirmations, bank transfer records, or handover minutes.
4. Strictly comply with mandatory form requirements for transactions in regulated sectors such as real estate, securities, or specialized financial activities.

CONCLUSION

1. A scanned (image-based) signature does not automatically render a contract invalid; it is merely a matter of form. Contractual validity depends on the parties’ genuine intent, performance, and compliance with mandatory form requirements, if any. However, a scanned signature is not equivalent to a reliable electronic signature under the 2023 Law on Electronic Transactions and Decree No. 23/2025.
2. Where evidence proves forgery or sham intent, the contract shall be declared invalid under Article 124 of the 2015 Civil Code, and the legal consequences prescribed in Article 131 shall apply.

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Khuong Ngoc Lan