If you’re familiar with legal jargon, you may have come across the phrase “this contract may be executed in any number of counterparts.” It’s a common boilerplate provision found in contracts, and it essentially means that multiple copies of the contract can be signed and treated as if they’re one original document.
But what’s the purpose of including this provision? And how does it affect the enforceability of the contract? Let’s take a closer look.
First, let’s define what we mean by “counterpart.” A counterpart is simply a copy of a legal document that’s been signed by the parties involved. In the case of a contract, each party would sign their own copy of the agreement, creating multiple counterparts.
So why would parties want to sign multiple counterparts instead of just one original document? There are a few reasons. For one, it’s often more convenient to sign separate copies of the contract rather than trying to coordinate a time for all parties to sign the same physical document. Additionally, having multiple counterparts can help ensure that each party has a signed copy for their records.
But what about the enforceability of the contract? Does the fact that there are multiple counterparts make it more or less valid? In short, no. Each counterpart is considered to be an original document, so as long as each copy is identical and has been properly executed, they are all equally enforceable.
So what does the provision itself actually say? Typically, the language used is something along the lines of: “This contract may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.” This means that each counterpart is considered a standalone original document, but all of them together make up the entire contract.
In summary, including the “counterparts” provision in a contract is a common and convenient way of allowing parties to sign separate copies of the agreement while still ensuring enforceability. While it may seem like just another piece of legal jargon, it’s an important provision to understand for anyone involved in contract drafting and negotiation.