Counterparts: Difference between revisions

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{{boileranat|Counterparts|
{{boileranat|Counterparts|
===Do I need a counterparts clause?===
Is the {{t|contract}} before me a [[deed]] of lease?
:''Yes'': No, and it won’t work if you’ve got one: You all have to sign the same document.
:''No'': No, and can safely sign in as many counterparts as you like.
YOU DON’T NEED A COUNTERPARTS CLAUSE.
[[File:Twins shining.jpg|450px|thumb|center|You sign first. No, you.]]
[[File:Twins shining.jpg|450px|thumb|center|You sign first. No, you.]]
}}
}}
===TL;DR: Do I need a counterparts clause?===
The remainder of the [[contract]] might be an absolute shower of confusions, contradictions, misconceptions, failures of [[consideration]], unenforceable half-promises, paralytic [[indemnities]], absurd [[disclaimer]]s of [[liability]] and outrageous derogations from the perfectly sensible allocations of risk vouchsafed by the [[common law]] of [[contract]], but be assured the there ''will'' be a [[counterparts]] clause<ref>And a [[Contracts (Rights of Third Parties) Act 1999]] clause too,</ref> and it ''will'' be bullet-proof.
You can answer the question “do I need a counterparts clause?” — and therefore map the very logical utility of the idea, like so:
:'''QUESTION''': Is the {{t|contract}} before me a [[deed]] of lease?
::''Yes'': You don’t need a counterparts clause, and it won’t work if you’ve got one: You all have to sign the same document.
::''No'': You don’t need a counterparts clause. You can safely sign, in as many [[counterparts]] as you like, without one.
:'''CONCLUSION''': You don’t need a counterparts clause. All counterparts clauses are a waste of space.
 
YET HERE WE ARE, READERS.
 
===If there’s one thing...===
The remainder of the [[contract]] might be an absolute shower of confusions, contradictions, misconceptions, failures of [[consideration]], unenforceable half-promises, paralytic [[indemnities]], absurd [[disclaimer]]s of [[liabilty]] and outrageous derogations from the perfectly sensible allocations of risk vouchsafed by the [[common law]] of [[contract]], but be assured the there ''will'' be a [[counterparts]] clause<ref>And a [[Contracts (Rights of Third Parties) Act 1999]] clause too,</ref> and it ''will'' be bullet-proof.


{{counterparts capsule}}
{{counterparts capsule}}


[[Legal eagle|Cautious counsel]] may nonetheless insist on one, on pain of having everyone get around the same table to mark the same parchment with a feather quill.
Unless you are executing a [[deed]] ''of lease'', you can sign in counterparts without a clause allowing you dto do so. ''Normal'' contracts — even spicy ones, like [[deed]]s<ref>See [http://www.osborneclarke.com/insights/signed-sealed-delivered-execution-of-deeds-and-documents-and-how-it-might-go-wrong/ Osborne Clarke] as authority for this.</ref> — ''do not require a counterparts clause''. How so? Well, think back to your first {{tag|contract}} law lecture: for a contract to be effective you need an [[offer]], [[acceptance]] and [[consideration]].<ref>No, you do '''''not''''' need the [[intention to create legal relations]].</ref> “Execution”, however you manifest it, is simply ''a way of indicating [[acceptance]]''. [[Acceptance]] does not require a quill. It does not require a signature at all. One may accept [[orally]], by a gesture, or even just by behaving in a way that can only really be explained by imputing your acquiescence to the terms of the {{t|contract}} being argued about. All one needs to do is satisfy oneself — and the court from whom you are praying aid — that your counterparty communicated [[acceptance]] ''somehow''.
 
Unless you are executing a [[deed]] ''of lease'', THIS IS NONSENSE. ''Normal'' contracts — even vaguely spicy ones, like [[deed]]s<ref>See [http://www.osborneclarke.com/insights/signed-sealed-delivered-execution-of-deeds-and-documents-and-how-it-might-go-wrong/ Osborne Clarke] as authority for this.</ref> — ''do not require a counterparts clause''. How so? Well, think back to your first {{tag|contract}} law lecture:
 
For a contract to be effective you need:
*[[offer]]
*[[acceptance]]
*[[consideration]]<ref>No, you do '''''not''''' need the [[intention to create legal relations]].</ref>


Execution, however you manifest it, is simply ''a way of indicating [[acceptance]]''. [[Acceptance]] does not require a quill. It does not require a signature (digital [[or otherwise]]) at all. One may accept [[orally]], by gesture, or even just by behaving in a way that can only really be explained by imputing your acquiescence to the terms of the {{t|contract}} being argued about. All one needs to do is satisfy oneself — and the court from whom you are praying aid — that your counterparty communicated [[acceptance]] ''somehow''.
A ''signature'' is simply ''[[evidence]]'' of that [[acceptance]]. Parties signing different copies of the same contract is no less compelling evidence than both signing the same one.
 
A signature is simply ''[[evidence]]'' of that [[acceptance]]. Parties signing different copies of the same contract is no less compelling evidence than both signing the same one.


Note, also, that where formal execution requirements ''do'' require every hand to besmirch the same physical parchment, a [[counterparts]] clause won’t save you. This is [[Magic incantation|deep magic]], and no beginner’s spell will shoo it away.  
Note, also, that where formal execution requirements ''do'' require every hand to besmirch the same physical parchment, a [[counterparts]] clause won’t save you. This is [[Magic incantation|deep magic]], and no beginner’s spell will shoo it away.  


===Odd spot===
===Odd spot===
''The'' Counterparts is a Canadian hardcore punk band from Hamilton, Ontario. True. We think they had trouble getting the guys together in the same room in the early days for rehearsals.{{hawf}}  
''The'' Counterparts is a Canadian hardcore punk band from Hamilton, Ontario. True. We think they had trouble getting the guys together in the same room in the early days for rehearsals.
===Second odd spot===
It is well-settled that a single individual cannot grant a lease to himself: {{cite|Rye|Rye|1962|AC|496}}  


{{sa}}
{{sa}}