One of the most common types of agreement we work with is an assignment of intellectual property rights IP. An IP assignment may be drafted as a deed, but in many cases does not need to be. This may also be the case for other agreements you are reviewing. If a document has been prepared as a deed, you should consider whether it could be amended so that it can be executed as a simple contract in which case no witnesses will be needed.
The default rules for execution of deeds by companies and LLPs under English law provide multiple options for valid execution of documents. Whilst execution of an agreement by one director or member does require a witness, the company or LLP can avoid this by switching to the two-signatory option. To execute via two signatories requires a company to have either two directors or one director and a company secretary; and for an LLP to have two members.
Even though this means a greater number of signatories, this may still be preferable to each party needing to sign in the physical presence of a witness. If you would like further advice on best practice and possible strategies for effective execution of agreements during Covid, please get in touch. However, over time their use has been limited with the result that they are now primarily used only for agreements in which there is no consideration or where required by statute.
This information provides a summary of the subject matter only. It should not be acted on without first seeking professional advice. Life Sciences. Skip to content. A quick guide to requirements for witnesses in common English law agreements.
Clients often ask us whether a witness needs to sign an agreement? Is a witness signature required? What are the rules for a contract witness? There are often two spaces on agreements for a witness to sign in addition to the person signing the agreement or representing the legal entity entering into the agreement. Is it a legal requirement that a witness sign?
It becomes an even more important question especially when the agreement is being signed using electronic signatures because it is hard for a witness to witness someone else signing with an electronic signature. But, there are some exceptions and things to consider. Most agreements do not need witnesses to sign them. Most agreements do not even need to be signed by the parties entering into the agreement. Most agreements do not even need to be in writing.
The agreement itself may require the parties to sign or for witnesses to sign. A prior agreement may require future agreements to be in writing, and signed by the contracting parties or witnesses.
The law may require an agreement to be in writing or signed. The law may also specify who must sign and with what kind of signature electronic or advanced electronic. Examples of these laws are:.
Deeds can also be advantageous even when they are not strictly required by law. For example, if only one party under a contract is receiving a real benefit from an agreement, it would be advisable under English law to execute the contract as a deed so that it is not void for lack of consideration.
Another potential advantage of deeds is that they have a longer statutory limitation period than contracts: twelve years. However, a deed requires some additional execution formality beyond a simple signature. Deeds must be in writing and will typically be executed in the presence of a witness, although in the case of a company a deed may be executed effectively by two directors or a director and the company secretary.
Specific wording should also be included above the signature blocks. Simple contracts and deeds are often executed in counterparts. This means that each party to the contract will sign separate but identical copies of the same document. The signed copies will together form a single binding agreement. Simple contracts and deeds typically contain a clause expressly allowing the document to be executed in counterparts.
There are often difficulties, especially for larger international contracts, in getting all signatories to a contract together in one room to sign the contract.
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