Q&As

Is exchange of scanned copies (in whole or in part) sufficient for execution of an agreement in counterpart or are originals required?

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Produced in partnership with Lynne Counsell of 9 Stone Buildings
Published on LexisPSL on 15/07/2019

The following Commercial Q&A produced in partnership with Lynne Counsell of 9 Stone Buildings provides comprehensive and up to date legal information covering:

  • Is exchange of scanned copies (in whole or in part) sufficient for execution of an agreement in counterpart or are originals required?
  • Counterpart agreements
  • Counterparts clauses

Counterpart agreements

Both deeds and contracts can be executed in counterparts. A counterpart essentially means a duplicate document. Every party to the contract signs separate but identical copies of the document, which, together, constitute a single legally binding contract.

Counterpart documents are usually executed in circumstances where all the parties cannot be present to sign the contract together and more specifically in the following circumstances:

  1. in complex transactions with many parties, perhaps in different countries, who cannot meet to sign a single document at the same time or send one document to each other to sign in turn

  2. in contracts for the sale of land

For further information, see: Boilerplate clauses—overview and Execution—overview.

Counterparts clauses

Contracts often contain a counterparts clause. This could be in simple form to the following effect:

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