There is no clear agreement on this point. Most lawyers will therefore fail on the caution page and will say that two directors (or another combination of two authorized signatories) sign a document on behalf of a company that must sign copies of this document. The section of the Company Act, which deals with enforcement, refers to the execution of a singular document. The second explanatory statement, taken from the American Bar Foundation`s Commentaries on the Model Debt Indenture Provisions (p. 590), states: “It is highly desirable to include a counterparty provision to avoid any problems, which signed copies of indentures are the original.” The E-Sign Act 2000 authorizes the use of electronic registrations in consumer contracts as long as the consumer has “agreed yes” to its use. It stipulates that any law subject to a signature obligation can be fulfilled by an electronic signature and that electronic agreements can be presented in evidence before the courts. Counter-clauses are often used when the parties to an agreement execute separate copies of the agreement. They are mainly used: simple contracts and documents generally contain a clause expressly authorizing the execution of the document in return. To avoid these difficulties, it is possible to sign a “virtual” contract. In other words, the signature pages are prepared and executed in advance and the signatures are “shared” after mutual agreement, often by email. The counterparty clause states that the parties are not obliged to sign the same copy of an agreement and that all copies may be treated as original for evidence. Some clauses provide that the agreement is effective only when one of the parties complies with the agreement it has signed.
In recent years, more and more people have used electronic signatures (e-signatures) to sign contractors. In short, contracts and deeds can usually be signed nearby. The absence of a specific counter-value clause should not affect the validity of an act when an act has been performed in return. Such a clause may, however, help prevent another party from arguing that an agreement is not binding. They could argue that in the absence of a counter-clause, they did not know that they had entered into a binding contract by signing an agreement not signed by the other parties. An electronic signature (e-signature) is a sound, symbol or electronic process that is associated with or logically associated with a contract or other data set. It is executed (signed) or accepted by a person with the intention of signing the recording. However, an act requires some additional formality execution via a simple signature. Acts must be written and, as a rule, performed in the presence of a witness, whereas, in the case of a company, an act can be performed effectively by two directors or by a director and by the secretary of the company. Specific formulations should also be included above the signature blocks.
In short, the safest way for simple contracts and deeds is for parties to exchange by email pdf copies of signature pages executed with – in the same email – a word or pdf version of the entire agreement that was executed. Counter-parties are generally used when contract signatories are in different locations and contracts should include clauses allowing the use of intercom points. This clause generally states that each correspondence, signed, “must be considered original” and that all the considerations combined are a document. The absence of a counter-clause does not in itself invalidate any agreement that the parties execute through separate counterparties. However, a counter-clause may help prevent a party from arguing that an agreement is not binding because there is not a copy signed by all parties or because they did not know that they are entering into a binding contract by signing an agreement that was not signed by the other parties.