Article By: Anthony Idigbe SAN, Ph.D., Decency Nkume and Favour Obukohwo

Introduction

Suppose you’ve signed a contract, whether as a business owner, executive, or have reviewed the contents of a contract as a lawyer, company secretary or even as a Judicial officer. In that case, you’ve probably seen this familiar-sounding boilerplate:

“Counterparts:

This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.”

This clause may seem like another block of legal jargon buried in the “boilerplate” section of an agreement. But behind this clause lies a centuries-old solution to a problem humans faced long before email or PDF contracts existed: how to prove that multiple signed documents belong together as one.

The practice of execution of contracts in counterparts is rooted in English legal history, particularly from the old English indenture practice. Back then, contracts were often written in duplicate or even triplicate on the same parchment, which would then be torn into two more parts along a jagged, wavy edge. The pieces, otherwise known as “indents, when reunited together, confirm the authenticity of the contract. The matching edge or “indent” proved the fragments once formed a single agreement, a clever method of guarding against forgery or fraud. There was also a practical reason for counterparts. In those days, it was not easy to have parties present at the same time to sign a contract due to travel challenges. So, a party signs a part of the indenture and delivers it to the other party, usually by post, and the other party signs the other part and delivers it by post. Each then has an identical part of the indenture. It is for this reason that the signature acknowledges that the indenture was “signed, sealed and delivered….Read More