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Signing by Counterparts - Important Changes in Scots Law - 13th July 2015 - Click for larger version Signing by Counterparts - Important Changes in Scots Law - 13th July 2015

A new piece of Scottish legislation (The Legal Writings (Counterparts and Delivery) (Scotland) Act 2015) came into effect on July 1st 2015 introducing two significant changes that will provide a more modernised approach to signing processes.

Firstly, all parties to a Scots law governed document will be able to sign it in counterpart, meaning each party can sign a separate identical copy of the document rather than all meet together to sign one document. There is no requirement to have a clause in the document specifically permitting counterparts.

This allows each party to sign at a time and place that is convenient to them and will eradicate the requirement of having to travel simply to sign on the dotted line.

The document executed in counterpart becomes effective once all of the counterparts have been delivered and any other step required by an enactment or rule of law to make the document effective has been completed.

Usually the parties to a document will send the signed counterparts to an agreed nominee, such as a solicitor acting for one of the parties, to ensure everyone involved is clear on what to do and the date on which the document becomes effective is clarified accurately.

It is important to note that the document has no legal effect on a date no earlier than the date that all counterparts have been delivered and that the 2015 Act does not change the general rules on when writing is required on validity and self-proving status of documents- this remains in the Requirements of Writing (Scotland) Act 1995.

Secondly, the 2015 Act now permits a signed paper document to be delivered by electronic means which includes (but isn’t limited to) counterparts.

This change is a huge leap forward as it eradicates the doubt surrounding the competence of this method of delivery and allows businesses to be more efficient by using modern technology. A good example of this in practice would be a signed document delivered to its destination by fax or scanned and attached to an email.

Furthermore, the 2015 Act permits sending a document electronically even if it is only part of the document in question so long as all parties agree to this and the executed signature page is included. It must be a sufficient amount to confirm that it is part of the specific document requested but so long as these rules are followed parties won’t have to fax or scan a lengthy document in its entirety.

We are delighted to answer any questions or queries on these changes to the law.

Last updated: 2.49pm, Monday 13th July 2015

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