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-{{g}}Outside the arcane and stupefying word of conveyancing, a [[Counterparts and Confirmations - ISDA Provision|counterparts]] clause is a waste of trees. Let that not stop your [[legal eagle]]s insisting on one, on pain of cratering the trade altogether, of course: a fellow has to put food on the table for his younglings.
+{{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]].
-:''“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 {{isdama}}s, [[confidentiality agreement]]s and so on. Away from the gripping world of land law, a [[counterparts]] clause is as useful as a chocolate tea-pot.
+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''.
-[[Mediocre lawyer|Cautious counsel]] (equally useful, of course) may nonetheless insist on one, against the threat of having everyone get around the same table to mark the same parchment with a feather quill.
+''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''.
-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:
+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''.
-For a contract to be effective 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 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''.
+===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.
-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.
+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 [[Magic incantation|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.
-===Odd spot==
+{{sa}}
-The Counterparts is also the name of a Canadian hardcore punk band formed in 2007 in Hamilton, Ontario. True. Their gigs must be a freaking ''riot''.
-{{seealso}}
 *[[In your face]]
 *[[Counterparts and Confirmations - ISDA Provision]]
-*[https://en.wikipedia.org › wiki › Counterparts_(band) Those hell-raisers ''The Counterparts'', from the great lakes]
+*{{gmslaprov|Counterparts}} in the {{gmsla}}
+*[https://en.wikipedia.org/wiki/Counterparts_(band) Those Great Lakes hell-raisers ''The Counterparts'']
 {{ref}}