These notes relate to signing contracts and agreements under English law, which can apply anywhere in the world by consensus between the people signing the contract.
Completing Your Contract Template
All ContractStore’s documents are templates. Prepared in MS Word, they are designed to be user friendly so as to enable you to adapt and fill in the details easily.
Video: How to fill in your contract
As templates, our documents contain blank spaces and square brackets and sometimes there are alternative versions of a clause for you to choose.
Every contract published and sold by ContractStore comes with detailed Explanatory Notes. These are designed to help you understand the contract and complete the necessary details. They do not form part of the contract and should be removed before it is ready for signing. You can also read the Explanatory Notes that accompany each contract on our website before you buy.
The date usually appears at the beginning of the contract but it is normally the last item to be completed as it will usually be dated when it has been signed by all parties. Sometimes, however, work under an agreement will start before – or perhaps some time after – the date which appears in the agreement. This can be catered for in the language of the contract. For example, in our Agency Agreement (Doc A101) there is a defined “Commencement Date” which specifies the date upon which performance of the agreement commences.
Be sure to insert full and accurate details here. The details will vary depending on whether a party to the contract is a company, partnership, individual or some other entity, and whether the party is based in the UK or another country.
Examples of how to fill in the details of each party are as follows:
Limited Company (UK)
Ping Pong Limited, a company incorporated in England under company no. 345678 whose registered office is at 1 Table Tennis Street, London EC1A 4BE.
The registered office of a UK company is its official address and can be found on the Companies House website. The company number can also be found there. If a company changes its name, the number will remain the same.
If a limited company is not incorporated in the UK it may not have a registered office or company number. You need to check on the appropriate wording depending on the country but the important thing is to get the exact name and usually, the head office or official address.
Here is an example for a US corporation:
“Blank, Inc., a corporation incorporated under the laws of the State of New York, and having its principal place of business at 123 Anywhere Street, New York, NY 10001, USA.”
John Reginald Smith and Jeremy Jones, carrying on business in partnership under the name of “Smith & Jones” of 1 Table Tennis Street, London EC1A 4BE.
Individual who carries on business under a trading name:
Jeremy Jones carrying on business as Ping Pong Supplies of 1 Table Tennis Street, London EC1TA BLE
Jeremy Jones of 23 Acacia Avenue, Tennis Town, Essex EX23 4DY
In the case of an individual it is usually best to insert that person’s home address.
Note: Sometimes the (official) address which appears on page 1 of the contract after the name of a party will be different from the address at which that party conducts its operations under the agreement. In that case, the “Notices” clause in the contract can refer to the address for routine communications.
MAIN TEXT OF THE CONTRACT
Where we have inserted wording in square brackets and/or in italics, this indicates that the wording is there by way of example – e.g. time periods or the name of an institution which will appoint an arbitrator. Be sure to remove the square brackets and insert the selected language before finalising the contract.
Generally, of course, the entire text of the agreement will have to be carefully reviewed and amended to cater for your particular requirements.
It is often advisable to refer the agreement to a solicitor or legal adviser before it is finalised. If you do not have a lawyer, ContractStore may be able to assist if you contact us.
SIGNING THE CONTRACT
Always ensure that whoever signs the contract has authority to do so.
In the case of a limited company or corporation, the Articles of Association may specify who can sign. Under English law, the signature of a director can normally be relied upon by the other party as a director will usually have ostensible authority with which to bind the company of which he/she is a director. Sometimes an executive officer of a company will sign rather than a director.
Video: Signing Contracts
The safest course is to get all the partners to sign. That is not always practical so check to ensure that the partner or partners who sign have authority to do so.
The individual who owns the business should sign.
Where a public body or government entity is a party to a contract, confirmation as to the authority of the person signing should be obtained.
In the case of an individual, clearly the individual should sign personally.
If the document being signed is a Deed, special requirements apply – see below.
WITNESSES TO SIGNATURES
The underlying purpose of having a signature witnessed by a third party is for evidential reasons. The witness would be able to confirm that the signature on the agreement is indeed the signature of the party whose name appears.
In England, a contract can be effective without any signatures being witnessed. In some countries, in order to be legally enforceable, the contract may have to be signed before a notary public. As different jurisdictions have different rules, always check the position before finalising the contract.
When a signature is witnessed, as well as signing, it is sensible for the witness to write their name in block capitals and insert their home address.
Some contracts are written in the form of a letter that sets out the terms. In order to have a legally binding agreement, the party signing the letter and the party to whom it is addressed will need to sign. This is usually dealt with by sending two copies of the letter to the other party, asking them to sign and return one copy.
NUMBER OF SIGNED CONTRACT COPIES
It is usual for each party to a contract to retain one original. Thus, where there are two parties, two original copies should be signed and one retained by each party.
A contract can only be effective if the necessary formalities to create a binding agreement between the parties have been observed. If in doubt, obtain legal advice from lawyers in the appropriate jurisdiction.
WHAT IS A DEED?
Certain documents under English law are known as ‘deeds.’ A deed is a document that has to be signed and witnessed and the document itself should state that it is executed and delivered as a deed.
The differences between a deed and another form of contract include:
(a) The limitation period – i.e. the period within which one party can sue for breach of contract – is twelve years whereas an ordinary contract has a six year limitation period.
Deeds are therefore often used where the contract involves a long term risk. For example, a contract to build a house or block of flats will usually be executed as a deed so that the contractor can still have a liability for latent defects that appear in the twelve years following completion of the work.
(b) There is no need for consideration: English law principles normally require ‘consideration’, in the case of a sale, the consideration is the price payable by the buyer. Where there is no consideration, for example a document confirming a gift, a deed should be used.
Executing (i.e. Signing) a Deed.
The key requirements are:
1. The document itself states that it is being signed – or ‘executed’ – as a Deed.
2. An individual should sign in the presence of a witness who also signs. It is normal for a witness also to state their address and occupation – and to write their name if the signature is not easy to decipher.
3. A limited company should execute a deed by having it signed by two directors or a director and the company secretary. Alternatively, the company seal can be affixed in the presence of at least one director or officer of the company. Since the Companies Act 2006 was implemented, the signature of one director can be sufficient if that director signs in the presence of a witness who also signs the document.
Someone with an effective power of attorney can validly sign a contract including deed on behalf of one of the parties.
In addition to the explanatory notes which come with each document, there is further free information in our Free Documents section. You’ll find notes on Arbitration, Governing Law and several other topics that can help you get your document just right.
If you need help amending or adding clauses to our template, please email us on firstname.lastname@example.org briefly describing your requirements and we will be happy to give you a quote. You can order and pay for fixed-price tailoring services via our website.
If you need a contract which is not available on our website we may be able to commission this for you. Please email us with an outline of your requirements to email@example.com
We wish to take this opportunity to remind you that our documents are sold on the basis that you will obtain appropriate legal advice before using them and that you will adapt them to meet your own particular requirements. We are publishers of standard form documents, not legal advisers.
Keep in Touch
We are always interested to hear from you with your feedback on your experiences with our documents. You can email us anytime at firstname.lastname@example.org
Examples of wording for signing or executing contracts and deeds
Signed for and on behalf of XYZ Limited
Signed by Jeremy Jones
Simple Agreement with Witnesses:
Signed for and on behalf of XYZ Limited:
In the presence of:
Signed by Jeremy Jones:
In the presence of:
Please confirm your agreement to the terms set out in this letter by signing and returning the attached copy to me.
On the copy:
I/We ________________ of ____________________________ confirm our agreement to the terms set out above.
Signing a Deed
Where a seal is required:
Executed by attaching the seal of XYZ Limited in the presence of:
———————————————— Director/Company Secretary
Where a seal is not required and two officers sign:
Executed and delivered as a Deed by XYZ Limited and signed by two duly authorised officers on its behalf:
———————————————— Director/Company Secretary
Where a seal is not required and one director signs:
Executed as a Deed by XYZ Limited acting by
In the presence of: