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-{{g}}Outside the arcane and stupefying word of conveyancing, a [[Counterparts and Confirmations - ISDA Provision|counterparts]] clause is, more or less, a total waste of space.
+{{boileranat|Counterparts|{{financecontractenvy}}{{image|Twins shining|jpg|}}}}{{drop|T|he 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: there ''will'' be a [[counterparts]] clause and it ''will'' be bullet-proof.
+===It’s for leases, peeps.===
+{{counterparts capsule}}
+===Are you, like, ''sure''?===
+It is fun<ref>Not for long, but for about five minutes. </ref> counting the client bulletins that say “while a counterparts clause may not be strictly necessary, it ''is'' [[best practice]].” Then you realise they ''all'' say this.
-Black’s Law dictionary has the following to say on Counterparts:
+But it ''isn''’t best practice. It is ''stupid'' practice. It is feeble, lawyering by rote. It is not-quite-[[premium mediocre]].
-{{box|“In conveyancing. The corresponding part of an instrument; a duplicate or copy. 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.”}}
-There are some situations where it is important that more than one copy of a document is recognised as an “original” - for [[tax]] purposes, for example, or the agreement needs to be formally registered with a land registry or some such thing. But these cases are few and far between — non-existent, indeed, when the field you are ploughing overflows with flowering {{isdama}}s — and the rest of the time a [[counterpart]]s clause (like the one in the {{isdama}}) is pure flannel, and {{f|flannel}} which may lead [[Mediocre lawyer|cautious counsel]] to insist on one wherever she can’t see one, on pain of demanding every person gets around the same table and indelibly marks the same parchment with a feather quill.
+If you work inhouse and if any of your contract forms have counterparts clauses in them — and let’s face it, they all do, don’t they? — then ''you are not thinking hard enough about your job''.
-THIS IS NONSENSE.
+''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 need a counterparts clause''.
-Outside the formal requirements of execution — [[deed]]s ''of lease'' (that is, not more ''normal'' [[deed]]s<ref>''Ordinary'' old [[Deed|deeds]] do not require a counterpart clause: I cite [http://www.osborneclarke.com/insights/signed-sealed-delivered-execution-of-deeds-and-documents-and-how-it-might-go-wrong/ Osborne Clarke] as my authority</ref>), contracts for the [[conveyancing|conveyance]] of land, that kind of thing — for any other type of legal agreement to be enforceable you need only fall back on your first {{tag|contract}} law lecture.
+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''.
-You need:
+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.
-*[[offer]]
-*[[acceptance]]
-*[[consideration]]<ref>NO YOU DO NOT NEED AN [[intention to create legal relations|INTENTION TO CREATE LEGAL RELATIONS]].</ref>
-Here we are talking about [[acceptance]]. Acceptance does not require a quill. It does not need a signature (digital [[or otherwise]]) at all. One may accept [[orally]], by gesture, or even just by behaving in a way that can only be explained by reference the putative contract being argued about. All a counterparty needs to do is satisfy a court that one communicated acceptance.
+===Why do you care so much, [[JC]]?===
+This is a fair question. Does a counterparts clause ''hurt'' anybody? Other than the incremental trees sacrificed to print out that extra four lines of text — and our children’s children, who will expire on a desiccated savannah we once knew as Tottenham Hale as a result — no-one. But it is the ''mediocrity''; the ''lack of gumption'', the unquestioning, ''following-everyone-else-by-rote'' that gets me.
-Signature is about ''[[evidence]]'' of that acceptance. Parties signing different copies of the same contract is no less compelling evidence than both signing the same one.
+Have some professional pride, fellow [[Legal eagles|eagles]]! Dare to know your stuff! Have no truck with this timid nonsense.
-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 deep magic, and no beginner’s spell will shoo it away.
+===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.
+===Second odd spot===
+It is well-settled that a single individual cannot grant a lease to himself: {{cite|Rye|Rye|1962|AC|496}}. This is from the “thanks for phoning it in, judges” department. You have to wonder what kind of a confused client brought that kind of case to the judiciary, let alone ''appealed'' the goddamn thing.
-{{seealso}}
+{{sa}}
 *[[In your face]]
 *[[Counterparts and Confirmations - ISDA Provision]]
+*{{gmslaprov|Counterparts}} in the {{gmsla}}
+*[https://en.wikipedia.org/wiki/Counterparts_(band) Those Great Lakes hell-raisers ''The Counterparts'']
 {{ref}}