So is it ever OK to backdate a document? There are rare occasions when it may be permissible or even justified to do so. A commonly used example is where the parties had originally signed a document, but the original had been lost or destroyed before it could be stamped or filed. In such cases it would be perfectly proper for the parties to re-execute an identical document to replace the missing one. Slightly more tenuously, where the parties reached a binding agreement on a certain date, but only reduced it to writing on a later date, they might be justified in putting the date of agreement rather than the date of execution if the terms were in fact identical a more likely scenario given the length and detail of many modern written contracts would be where the terms of contracts are agreed by e-mail on a certain date, but the parties were only available to sign the actual physical documents upon a later date.
For execution as a deed the requirement of signing is a crucial part of the process of creating rights by way of deed, and so it is never permissible to backdate a deed. Probably the most difficult of the grey areas occurs where parties have a recurring commercial relationship which starts informally, but they later decide to document it and agree terms.
Legally speaking of course what they should do is put a provision in the contract which states that the terms of this contract shall also govern prior transactions which the parties shall henceforth treat as being regulated by those terms. However, where lay persons write contracts themselves or download a pro forma from the internet, often these legal niceties are lost upon them. In practice the courts are more sympathetic than one might anticipate.
Where the parties have obviously and without malice tried to wrap antecedent matters into a contractual framework, the courts will often imply a necessary term into the contract in relation to the regulation of earlier matters, particularly where this does not have an adverse impact on a third party or result in some evasion of taxation or filing fees. Another common example is where one person purports to sign a document on behalf of another person, and then afterwards the parties execute a backdated power of attorney to clothe the signatory with the necessary authority.
You can never be absolutely sure whether it is alive or dead or perhaps alive from a different date than you had anticipated until a judge opens the box for you. Accordingly, the best advice in relation to backdating documents will always remain: It is advisable that a witness is aged eighteen or over. Do all parties have to sign the same document? If the parties to an agreement do not intend to sign the same physical document, it is best practice to include a counterparts clause in the agreement which in effect creates more than one original document.
However, omitting such a clause will not invalidate a document which is in fact signed in counterpart. Do all parties have to use the same method of execution? The parties to an agreement could validly execute a document using different methods; for example, one party signing electronically and a second using a wet ink signature. A composite version could then be created, either by using a print-out of the electronically signed page together with the wet ink signed pages, or by scanning the wet ink pages to add to the electronically signed page.
If that document was later required to be produced in evidence, an English court would accept the composite version. Can a company use pre-signed signature pages in the execution of a simple contract? When executing a simple contract between two parties which are not physically present at the same meeting, it is acceptable to use pre-signed signature pages. When doing this, the signature page should clearly identify the document to which it relates. When the document is finalised, those organising the signing should email the final version of the document to each absent party or their lawyers and obtain confirmation from that party or their lawyers that they have agreed the final version, and that they authorise the pre-signed signature page to be attached to the final version and for the document to be dated and released.
Can one individual execute a document as both a director and the company secretary? The Companies Act states that a provision requiring something to be done by a director and the company secretary is not satisfied by it being done by the same person acting both as director and secretary. The document could instead, though, be signed by the director in the presence of a witness. What are the possible consequences of executing a document incorrectly?
The recent pensions case, Briggs v Gleeds , illustrates that the consequences can be severe. Gleeds was a partnership that operated a final salary pension scheme. Over a period of more than fifteen years from , a number of deeds of amendment were executed making significant changes to the pension scheme, including closing the scheme to the future accrual of benefits.
The High Court held that the deeds were not valid and had no effect. The case is, however, due to be appealed to the Court of Appeal on a number of points. Failure to execute contracts properly is less commonly a problem than deeds. This is because fewer formalities must be complied with when executing a simple contract. Nevertheless, it is essential that both types of document are executed properly to ensure their validity and operation as intended. Whilst the Gleeds case is indicative of the current trend that the courts take a strict approach to observing formalities within the pensions context, the principles have wider application.
Backdating contracts and other documents and instruments
Signed, sealed, delivered: execution of deeds and documents and how it might go wrong
An oral sale of a business may also necessitate registration of the change of ownership of the business name, and at worst may constitute criminal fraud! A Vendor and Purchaser of a business met on the 30th June and agreed all of the terms for the sale of a business. This is the truth of the matter. Commercially it is useful to have matters set out in writing so that there is certainty as to the existence of an arrangement and as to what the terms are. PARAGRAPHTypically this is where parties have reached an and must wait while their solicitors properly document that agreement! So the parties could dating documents english law acknowledge a verbal agreement as occurring on the 1st of June - before they met. PARAGRAPHTypically this is where parties have reached an agreement and must wait while their solicitors dating documents english law document that agreement. On the 1st August the parties sign the documents and on the 1st September the business sale is completed. A Vendor and Purchaser of a business met on the 30th June and agreed all of the terms for the sale of a business. The documentation will be dated the 1st August the date it is signed. The Acknowledgement Agreement is merely putting into writing and acknowledging the verbal terms agreed business plan for online dating website. The documentation will be dated the 1st August the date it is signed. But back-dating should be avoided. The legal necessity for dating documents english law applies only to certain types of transactions? These partial documentation formalities do not change the ability of parties to enter into the agreement verbally. They met on this day because they both desired for tax and financial reasons to have the transaction agreed to in that financial year. So the date that free dating sites in usa 2012 business sale was agreed was the 30th of June. But back-dating should be avoided. Such a misrepresentation would be uncovered and undone by an examination of when the parties instructed their solicitors and other means, such as computer records of when the documents were created. However doing so is at very least misleading and deceptive conduct because the date of a document means the date that it is signedsuch as computer records of when the documents were created.
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