Counterparts Clause
Traditionally, when contracts were signed:
- the same copy of the document was signed with wet ink, and
- multiple originals may have been signed so that each party could retain an original.
Or, a signed original was posted to other party, signed and returned to the other party.
Face to face meetings to sign contracts are long gone. More often, the people signing contracts are not in the same room. Or the same city.
Now, each person signs a copy, scans it, and emails it to the other. Each person retains their own original, or they may agree to post one another an original signed copy.
Status of copies of signed originals
These days, copies of signed contracts (scanned or not) are just as good as an original signed contract in all but a small number of cases. For legal purposes, there is no difference.
It's just as enforceable.
Purpose of a Contract Counterparts clause
A Counterparts clause expressly states that the parties agree that they may only receive a copy signed by the other party. Receipt of a signed copy by party constitutes acceptance of the offer which is represented by the written contract.
For that reason, inclusion of the clause is probably redundant. But that feeling for safety can be overwhelming.
Notarisation
If a party wants the original contract notarised, the counterparts clause still assists. It means that there does not need to one single signed original contract.
A Public Notary would need to be in attendance at the signing of each contract.
Example: Contracts Counterparts Clause
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same Agreement.
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