Q&As

I've just noticed that a transaction document which has already been executed contains an error. What can I do to correct this?

read titleRead full title
Published on LexisPSL on 06/07/2016

The following Banking & Finance Q&A provides comprehensive and up to date legal information covering:

  • I've just noticed that a transaction document which has already been executed contains an error. What can I do to correct this?
  • Amendment of document by consent
  • Unilateral correction of immaterial error
  • Rectification and contractual interpretation

I've just noticed that a transaction document which has already been executed contains an error. What can I do to correct this?

For the purposes of this Q&A, we have assumed that the 'error' which is referred to is agreed by both (or all) parties to the document to be an error, and that the parties are not in dispute as to what the document could or should have said. It is also assumed that this error is discovered just after the relevant document was signed, for example at a signing meeting or shortly following signing.

Broadly speaking, alterations made to a document after signing will not affect the validity of the document if they are authorised by all parties concerned or are immaterial in nature.

Amendment of document by consent

The simplest way of correcting an error in a document is through an amendment to that document.

If the parties are in agreement on the proposed amendment and the error is discovered at or about the time of the signing, best practice is to have all of the relevant parties initial the manuscript changes to evidence their consent to the changes. If time has elapsed or signatories are not available this should be documented in a separate amendment letter or agreement. See, for example, Precedent: Amendment agreement (letter format): for a bilateral facility agreement with or without security

Popular documents