So Boilerplate Blurb is back! . . . well, on a non-regular basis, but I will try and give you business owners the riveting details of those Miscellaneous Provisions sections of your 80 to a 100-paged agreements. Today’s provision is the Counterparts provision.

What does it Look Like?

Generally, it looks something like the following:

Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

What does it Do?

It allows the agreement to be executed in several, identical, copies.  Basically, Person A is on the Big Island and Person B is on Kauai and both have come to an agreement for some business deal.  Rather than have them travel for an intersland flight to be at one location to sign the document, they can sign the “same” document on their own islands.  Together, there two “copies” will be taken as one agreement, so long as the terms are identical.

Why Have it?

In our modern era, it is not unlikely that the parties of an agreement are scattered all over the place.  If the signature is representing their will to be bound by the agreement it would be foolish just because of an incomplete Signature Page that there was no contract formed.  Finally, while it is very common to have two parties to a deal, sometimes there are multi-party transactions or deals and rather than have someone with one printed copy run after people for signatures, say 51 of them, or even 8 different people, a counterparts clause makes it easier for each individual party to sign in a place of their convenience and also retain a copy for their records.

*Disclaimer:  This post discusses general legal issues, but does not constitute legal advice in any respect.  No reader should act or refrain from acting based on information contained herein without seeking the advice of counsel in the relevant jurisdiction.  Ryan K. Hew, Attorney At Law, LLLC expressly disclaims all liability in respect to any actions taken or not taken based on the contents of this post.

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