Counterparts: Difference between revisions

← Older edit

Counterparts (view source)

Revision as of 14:50, 4 April 2024

1,034 bytes added , 4 April

no edit summary

Amwelladmin

Bureaucrats, Interface administrators, Administrators

82,891

edits

@@ Line 1: / Line 1: @@
-{{boileranat|Counterparts}}{{counterparts capsule}}
+{{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.
-[[Legal eagle|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.
+But it ''isn''’t best practice. It is ''stupid'' practice. It is feeble, lawyering by rote. It is not-quite-[[premium mediocre]].
-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:
+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''.
-For a contract to be effective you need:
+''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''.
-*[[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''.
+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''.
-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.
+===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.
+Have some professional pride, fellow [[Legal eagles|eagles]]! Dare to know your stuff! Have no truck with this timid nonsense.
-===A handy flow-chart===
-You can map the logical utility of a counterparts clause like this:
-:''Is the {{t|contract}} a [[deed]] of lease''?
-::''No'': You don’t need a counterparts clause. You can safely sign in as many [[counterparts]] as you like without one.
-::''Yes'': A counterparts clause won’t work. You all have to sign the same document.
-:''Ergo'': situations in which a counterparts clause has any utility at all: '''0'''.
-[[File:Counterparts.jpg|thumb|left|200|This is what difficult rehearsals looks like.]]
 ===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}}. 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.
 {{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}}