counterpart

On occasion, parties to a contract are not able to sign the same copy of an engrossment of a contract or other instrument due to the distance between them or some other impracticality. As such a single original agreement or document cannot be executed by both parties.  An original agreement may be required in order to stamp the document, register a conveyance of property or for some other evidentiary purpose.  Counterparts are simply the same engrossment executed in two copies, thus two originals are created (assuming only two parties are to execute the agreement - further counterparts would be required for each party to the contract).

An original counterpart is primary evidence of the statements made in the document against the party executing the document, and secondary evidence against the non-executing person (or persons).

In English law, a counterpart clause is used in commercial contracts to expressly contemplate that the parties intend that there be multiple originals, one signed by each party. When the counterparts are exchanged the contract is formed, as the exchange would ordinarily constitute an acceptance of the terms of the contract. A counterpart clause may require that each party sign each original copy of the contract prior to becoming binding.

An example of such a counterpart clause is:

"This Agreement may be executed in separate counterparts, and such counterparts when executed and delivered shall be an original."

Usage: The parties entered into the contract by executing separate counterparts.

Related Words: contract; exclusion clauses; limitations of liability; service of notices; waiver; retention of title; warranties; indemnities; force majeure clause.