Executing documents—initial considerations
Executing documents—initial considerations

The following Share Incentives practice note provides comprehensive and up to date legal information covering:

  • Executing documents—initial considerations
  • Formation of contracts
  • Authority
  • Capacity
  • Contracts and deeds
  • Simple contracts
  • Deeds
  • Counterparts
  • Testimonium clause
  • Witnessing
  • More...

This Practice Note summarises the basic considerations when executing all documents and links to associated guidance. Failure to consider these basic considerations when executing a document could make it difficult or impossible to enforce. The following topics are covered:

  1. Formation of contracts

  2. Authority

  3. Capacity

  4. Contracts and deeds

  5. Counterparts

  6. Testimonium clause

  7. Witnessing

  8. Alterations and mistakes

  9. Location and jurisdiction

  10. Overcoming impairments

  11. Training materials

Formation of contracts

A contract is a legally binding agreement that grants rights and creates duties between two or more parties. There is a vast amount of case law on contract law principles which are not covered in depth here. In the simplest possible terms, contract law principles provide that for a contract to exist, four key elements must be present:

  1. an offer must have been made

  2. that offer must have been accepted

  3. valuable consideration must be given for the promises being made, and

  4. the parties must intend to enter into a legal relationship with one another

Contracts can be made:

  1. orally

  2. ‘under hand’ (in writing), or

  3. by deed

For more information on the formation of contracts, see: Formation and interpretation—overview.

Although written contracts are only required in a limited number of circumstances, it is almost always preferable to enter into a contract in writing in the interests of certainty. A written contract enables the parties to establish the terms of the agreement and to address any

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