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Legal Writings (Counterparts and Delivery) (Scotland) Act 2015

The Act – Overview

3.Execution in counterpart is the process whereby each of the parties to a document signs (“executes”) a separate physical copy of it and all then exchange the resultant copies so that each ends up with a set of each of the copies signed by the other parties. The aim is to create a legally enforceable document rather than having to arrange for all parties to meet together for each to sign the same document. The Act provides a clear framework by which a document executed in counterpart will be effective under Scots law. The Act also creates a mechanism to enable documents created on paper (referred to in the Act as “traditional documents”) to be regarded as delivered by electronic means for legal purposes such as concluding a contract. The Act implements the legislative recommendations in the Scottish Law Commission (SLC) report Review of Contract Law – Report on Formation of Contract: Execution in Counterpart(1), which was published in April 2013 (“the SLC Report”).

4.The Act has 7 sections with the following key provisions:

  • execution in counterpart is confirmed as an optional process for validly signing (“executing”) documents;

  • where execution in counterpart is used, the counterparts are treated as a single document;

  • parties may either deliver their counterpart to each other party to the transaction, or nominate a person to take delivery of all counterparts but the Act requires delivery in some form to complete the effective execution of a document in counterpart;

  • a copy of a document created on paper (whether or not executed in two or more counterparts) may be delivered for legal purposes by electronic means such as email or fax;

  • delivery by electronic means of a document created on paper need not be constituted by delivery of the whole document (including, where the document is a counterpart, delivery of the whole counterpart): part of the document may be delivered, providing this is sufficient on its own terms to show that it is part of the document and comprises at a minimum the page on which the sender has subscribed the document.

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Explanatory Notes

Text created by the Scottish Government to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. Explanatory Notes were introduced in 1999 and accompany all Acts of the Scottish Parliament except those which result from Budget Bills.


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