Dating Counterpart Agreements

When the parties agree to perform the consideration, it is good to agree on how the document will be dated. Some practitioners believe that an enforcement clause requiring the signature of two subscriptions can be signed by the other. However, on this point, legal authority is lacking and this is not the preferred point of view. Now imagine that the transaction has seven different agreements. The complexity only takes it! There is no requirement under the law that the contract contain a clause stating that it can be performed as equivalent. Suppose there are ten parts. You can see that things could be quite complicated, as each would have to sign nine counterparties and deliver one to each of the other nine parties. In recent decades, technological advances such as printers and photocopiers have made it possible to produce original documents and identical counter-parts. As a result, the need for the counter-clause has become almost obsolete. The uniform Electronic Transaction Act (UETA) is the state equivalent of the E-Sign Act.

UETA has been adopted in 47 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands and makes the E-Sign Act applicable to electronic signatures and transactions under state law. Since the first application of the counter-clause, the courts have created numerous exceptions and reservations to this burdensome requirement. There are two main reasons for this clause. „The first is that the counter-clause clarifies that each party does not need to sign the same copy of the document to have a legally enforceable agreement.“ Mr. Pink and Ms. Green should agree on this point before exchanging their counterparts. During the rush of a transaction, documents may need to be signed in the equivalent. From a technical point of view, when the parties execute several copies of the same agreement, the copies are in fact duplicates and not counterparties. This is why some lawyers refer to duplicates when discussing a counterpart clause. Contract law can change over time, as we see, given how useless a kind of counter-clause has become. Although it has been used in the past, most agreements no longer need it.

This is supported by the case-law according to which an `equivalent` is in itself a separate act which, together with the main act and all other equivalents, constitutes an act. . . .