Template:Counterparts capsule: Difference between revisions

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:''“Where an instrument of conveyance, as a lease, is executed in parts, that is, by having several copies or duplicates made and interchangeably executed, that which is executed by the grantor is usually called the “original,” and the rest are “[[counterpart]]s;” although, where all the parties execute every part, this renders them all originals.”
:''“Where an instrument of conveyance, as a lease, is executed in parts, that is, by having several copies or duplicates made and interchangeably executed, that which is executed by the grantor is usually called the “original,” and the rest are “[[counterpart]]s;” although, where all the parties execute every part, this renders them all originals.”


Sometimes it is important that more than one copy of a document is recognised as an “original” — for [[tax]] purposes, for example, or where “the agreement” must be formally lodged with a land registry. But these cases, involving the conveyance of real estate, are rare  — non-existent, indeed, when the field you are ploughing overflows with flowering {{isdama}}s, [[confidentiality agreement]]s and so on. <br>
Sometimes it is important that more than one copy of a document is recognised as an “original” — for [[tax]] purposes, for example, or where “the agreement” must be formally lodged with a land registry. But these cases, involving the conveyance of real estate, are rare  — non-existent, indeed, when the field you are ploughing overflows with flowering {{isdama}}s, [[confidentiality agreement]]s and so on. If yours does — and if you are still reading, I can only assume it does, or you are at some kind of low psychological ebb — a “[[counterparts]]” clause is as useful to you as ''a chocolate tea-pot''.


Away from the gripping world of land law, a “[[counterparts]]” clause is as useful as a chocolate tea-pot. Indeed: even ''there'', all it does is sort out which, of a scrum of identical documents signed by different people, is the “original” one. This is doubtless important if you are registering leases in land registries, or whatever other grim minutiae land lawyers care about - we banking types have our own grim minutiae to obsess over so you should forgive us for not giving a tinker’s cuss about the conveyancing, or letting, of [[real property]]. <ref>The JC has great friends in the land law game, back home in New Zealand, and he doesn’t want to upset them — not that they are the easily upset types.</ref>
Indeed: even for land lawyers, all it does is sort out which, of a scrum of identical documents signed by different people, is the “original”. This is doubtless important if you are registering leases in land registries, or whatever other grim minutiae land lawyers care about we banking lawyers have our own grim minutiae to obsess about, so you should forgive us for not giving a tinker’s cuss about those that crop up when conveyancing, or letting, [[real property]]. <ref>The JC has great friends in the land law game, back home in New Zealand, and he doesn’t want to upset them — not that they are the easily upset types.</ref>


ANYWAY — if your areal of legal practice doesn’t care which of your contracts is the “original” — and seeing as, [[Q.E.D.]], they’re identical, why should you? — a counterparts clause is a waste of trees. because if the law decrees everyone has to sign the same physical bit of paper (and no legal proposition to our knowledge ''does'', but let’s just say), a clause ''on'' that bit of paper saying that they ''don’t'' all have to sign it won’t change a blasted thing, will it?
ANYWAY — if your area of legal specialty ''doesn''’t care which of your contracts is the “original” — and seeing as, [[Q.E.D.]], they’re identical, why should it? — a counterparts clause is ''a waste of trees''. If the law decrees everyone has to sign the same physical bit of paper (and no legal proposition to our knowledge ''does'', but let’s just say), a clause ''on'' that bit of paper saying that they ''don’t'' have to, is hardly going to help.


There is a [[Chicken-licken|chicken]]-and-[[egg]] problem here; a temporal {{t|paradox}} — and you know how the [[JC]] loves those. For if your contract could only be executed on several pieces of paper ''if the parties agreed to so execute'', then wouldn't you need an agreement, executed on the same piece of paper, to that effect? And since, to get that agreement, everyone ''is'' signing the same piece of paper, why don’t you have done with it and just have them all sign the same copy of the blessèd contract, while you are at it?
Mark it, nuncle: there is a [[Chicken-licken|chicken]]-and-[[egg]] problem here; a temporal {{t|paradox}} — and you know how the [[JC]] loves those. For if your contract could only be executed on several pieces of paper ''if the parties agreed that'', then wouldn't you need them all to sign an agreement, saying just that, on the same piece of paper? And since, to get that agreement, everyone ''is'' signing the same piece of paper, why don’t you have done with it and just have them all sign the same copy of the blessèd contract, while you are at it?


But was there ever a logical ''cul-de-sac'' so neat, so compelling, that it stopped a [[legal eagle]]s insisting stating it anyway, on pain of cratering the trade? I have yet to find one.
But was there ever a logical ''cul-de-sac'' so neat, so compelling, that it stopped a [[legal eagle]]s insisting on stating it anyway, on pain of cratering the trade? There are little ones to feed.

Revision as of 19:39, 12 November 2020

Black’s Law Dictionary has the following to say on counterparts:

“Where an instrument of conveyance, as a lease, is executed in parts, that is, by having several copies or duplicates made and interchangeably executed, that which is executed by the grantor is usually called the “original,” and the rest are “counterparts;” although, where all the parties execute every part, this renders them all originals.”

Sometimes it is important that more than one copy of a document is recognised as an “original” — for tax purposes, for example, or where “the agreement” must be formally lodged with a land registry. But these cases, involving the conveyance of real estate, are rare — non-existent, indeed, when the field you are ploughing overflows with flowering ISDA Master Agreements, confidentiality agreements and so on. If yours does — and if you are still reading, I can only assume it does, or you are at some kind of low psychological ebb — a “counterparts” clause is as useful to you as a chocolate tea-pot.

Indeed: even for land lawyers, all it does is sort out which, of a scrum of identical documents signed by different people, is the “original”. This is doubtless important if you are registering leases in land registries, or whatever other grim minutiae land lawyers care about — we banking lawyers have our own grim minutiae to obsess about, so you should forgive us for not giving a tinker’s cuss about those that crop up when conveyancing, or letting, real property. [1]

ANYWAY — if your area of legal specialty doesn’t care which of your contracts is the “original” — and seeing as, Q.E.D., they’re identical, why should it? — a counterparts clause is a waste of trees. If the law decrees everyone has to sign the same physical bit of paper (and no legal proposition to our knowledge does, but let’s just say), a clause on that bit of paper saying that they don’t have to, is hardly going to help.

Mark it, nuncle: there is a chicken-and-egg problem here; a temporal paradox — and you know how the JC loves those. For if your contract could only be executed on several pieces of paper if the parties agreed that, then wouldn't you need them all to sign an agreement, saying just that, on the same piece of paper? And since, to get that agreement, everyone is signing the same piece of paper, why don’t you have done with it and just have them all sign the same copy of the blessèd contract, while you are at it?

But was there ever a logical cul-de-sac so neat, so compelling, that it stopped a legal eagles insisting on stating it anyway, on pain of cratering the trade? There are little ones to feed.

  1. The JC has great friends in the land law game, back home in New Zealand, and he doesn’t want to upset them — not that they are the easily upset types.