Vertaal Novation Agreement

In short, contracts and documents can usually be signed against a counterparty. The absence of a specific counterparty clause should not affect the validity of an instrument where an instrument has been executed in return. However, such a clause may help to prevent another party from claiming that an agreement is not binding. They could argue that, in the absence of a counter-clause, they did not know that they would enter into a binding contract by signing an agreement that was not signed by the other parties. Signing the equivalent means that duplicate contracts or documents are printed, so there is a separate copy for signature by each party. The situation is opposite when a copy of the contract or deed is printed and signed by all parties. If you have many parts in different places, this is a useful tool to enable completion without having to distribute a single copy of a document to all parties for signature. Often, you see in the agreement a clause that allows signatories to sign it as equivalent. There is no clear agreement on this point. Most lawyers will therefore err on the side of caution and say that if two directors (or another combination of two authorized signatories) sign a document on behalf of a company, they must sign the same copy of that document. The section of the Companies Act, which deals with enforcement, deals with the execution of a document, Singular. Counter-clauses are so common that they are rarely negotiated. This is supported by the case-law according to which an « equivalent » is in itself a separate act which, together with the main instrument and all other equivalents, constitutes an act.

This means that a document, for it to be a valid equivalent, must be properly executed by the party, which would probably not be the case if both signatories signed separate copies. It should be noted that, historically, the implementation of the equivalent has not been universally recognised by Scottish law (although this is a point that has been the subject of much more heated debate). The Legal Writings (Counterparts and Delivery) (Scotland) Act 2015, however, changed that….