Counterparts

A counterparts clause is a common boilerplate clause which provides that the parties to an agreement may execute separate copies of it, rather than all parties having to sign the same copy of the agreement. It is common practice to sign an agreement in counterparts although there is no statutory basis for it in Ireland. This mechanism can be particularly useful where there are a large number of parties or where the parties are located in different regions or countries and are unable to hold a physical completion meeting.

If an agreement does not contain a counterparts clause, it may not prevent the execution of a counterpart document. However, using a counterparts clause is advisable for certainty and to prevent any argument that the agreement is not binding because it has not been properly executed. The difference between the original counterparts and original duplicates should also be noted. If all the parties sign a number of copies of the agreement, each copy is an original duplicate rather than a counterpart and the counterparts clause will not be applicable.

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