The term "counterpart" is used in legal documents to describe a copy of a contract which is signed and is considered legally binding, in the same way as the original. Each of the parties hereto agrees to additionally execute, and deliver, original copies of this agreement.
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- Signed, sealed, delivered: execution of deeds and documents and how it might go wrong
- Counterpart clauses
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- Counterparts; Effective Date Sample Clauses
Delivery fixes the date from which the executing party is bound by the deed, and once delivered, a deed is irrevocable in the absence of an express right of revocation. At common law, a deed is delivered when a party expresses an intention to be bound by the deed, even if it retains possession of the document. The best way to deal with delivery of a deed is to have clear wording in the document setting out that the deed will be delivered on the date appearing at the head of the document.
Signed, sealed, delivered: execution of deeds and documents and how it might go wrong
Where a deed is executed by a company, legislation provides that it is presumed to be delivered on execution, unless a contrary intention is proved. There is no such presumption for execution by an individual. Clear wording in the document confirming the position on delivery will avoid confusion and unintended consequences. Where a deed contains wording stating that it is executed and delivered on the date appearing at the head of the document, as recommended above, then a date should be inserted that is on or after the date that the last signatory signed.
However, if the deed does not contain such wording, case law has held that the absence of a date will not affect its validity, which usually takes effect from delivery.
A deed may in certain circumstances be drafted for its provisions to take effect from a date before the date of its execution. If so, care is required. No deed or contract must ever be back dated i. This is potentially fraudulent. There is no statutory provision requiring a witness in these circumstances to be independent. However the purpose of having a witness is so that they can provide unbiased evidence of what was signed and by whom, if required in the future.
Therefore a witness should be independent and it is best practice to interpret this widely.
Counterpart clauses
It is advisable that a witness is aged eighteen or over. If the parties to an agreement do not intend to sign the same physical document, it is best practice to include a counterparts clause in the agreement which in effect creates more than one original document. However, omitting such a clause will not invalidate a document which is in fact signed in counterpart. The parties to an agreement could validly execute a document using different methods; for example, one party signing electronically and a second using a wet ink signature.
A composite version could then be created, either by using a print-out of the electronically signed page together with the wet ink signed pages, or by scanning the wet ink pages to add to the electronically signed page.
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If that document was later required to be produced in evidence, an English court would accept the composite version. When executing a simple contract between two parties which are not physically present at the same meeting, it is acceptable to use pre-signed signature pages.
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Any later and the claim will be time-barred. Deeds are required by law in certain circumstances. For example, transfers of real estate and powers of attorney must be made by deed. Deeds can also be advantageous even when they are not strictly required by law.
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For example, if only one party under a contract is receiving a real benefit from an agreement, it would be advisable under English law to execute the contract as a deed so that it is not void for lack of consideration. Another potential advantage of deeds is that they have a longer statutory limitation period than contracts: However, a deed requires some additional execution formality beyond a simple signature. Deeds must be in writing and will typically be executed in the presence of a witness, although in the case of a company a deed may be executed effectively by two directors or a director and the company secretary.
Specific wording should also be included above the signature blocks. Simple contracts and deeds are often executed in counterparts. This means that each party to the contract will sign separate but identical copies of the same document.
Counterparts; Effective Date Sample Clauses
The signed copies will together form a single binding agreement. If you date when you sign the counterparts could all be dated differently and this will naturally affect any clauses regarding payment within [x] days of the date of the deed will. Do you agree that everyone will sign and return to one party who dates all of the original counterparts once received and sends everyone a full copy of all three of them?
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