Settlement Agreement Counterparts

December 17, 2020

The absence of a counter-clause does not in itself invalidate any agreement that the parties execute through separate counterparties. However, a counter-clause may help prevent a party from arguing that an agreement is not binding because there is not a copy signed by all parties or because they did not know that they are entering into a binding contract by signing an agreement that was not signed by the other parties. Different jurisdictions have addresses in which an email can be used as a binding contract. In short, an email may be a handwriting capable of being a contract if signed by the party, or someone who has the right to engage the party and who contains the terms of the contract. Of course, the signature required on the email must be a valid electronic signature. The clause allows the agreement to be executed in several identical copies, so that the parties can sign the document at different locations. However, it requires that the documents be identical; and the execution of a signature page does not constitute an agreement between the parties. The E-Sign Act 2000 authorizes the use of electronic registrations in consumer contracts as long as the consumer has “agreed yes” to its use. It stipulates that any law subject to a signature obligation can be fulfilled by an electronic signature and that electronic agreements can be presented in evidence before the courts. Counter-clauses are often used when the parties to an agreement execute separate copies of the agreement. They are mainly used: the counterparts clause stipulates that the parties are not obliged to sign the same copy of an agreement and that each copy can be treated as original for proof.

Some clauses provide that the agreement is effective only when one of the parties complies with the agreement it has signed. In recent years, more and more people have used electronic signatures (e-signatures) to sign contractors. The second explanatory statement, taken from the American Bar Foundation`s Commentaries on the Model Debt Indenture Provisions (p. 590), states: “It is highly desirable to include a counterparty provision to avoid any problems, which signed copies of indentures are the original.” There are two main reasons for this clause. “The first is that the counter-clause makes it clear that each party does not need to sign the same copy of the document in order to have a legally enforceable agreement.” Oppositions are also useful when the parties to an agreement want to ensure that each copy of the agreement is recognized as original. Parties often require more than an original copy of an agreement for tax, regulatory or other purposes. Technically, all parties, when executing a certain number of copies of the same document, are more duplicates than counter-parties, and, as a result, some lawyers also refer to duplicates in the counterparty clause. As a general rule, a counter-clause would be: “This agreement can be executed in any number of counterparties, each, when executed and delivered, represents an original double, but all the considerations combined constitute a single agreement.” Counter-parties are generally used when contract signatories are in different locations and contracts should include clauses allowing the use of intercom points. This clause generally states that each correspondence, signed, “must be considered original” and that all the considerations combined are a document.