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To Date or Not to Date: Signature Page Pitfalls

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February 02, 2018

The First Year Associate

This post is part of our First Year Associate series, where we’ll provide explanations to simple issues faced by first year corporate associates. We’ll focus on the basic problems that you might be embarrassed to ask a senior attorney. And if you already asked, the answer was so brief it provided just enough context to bring you here.

If you’ve either read our introductory post on signature packets or have been practicing law for a few months, then you probably have a good idea of what signature pages are and why we use in them in the practice of corporate and transactional law. Now we will take a few minutes to address some of the pitfalls that you may encounter in the signature packet process. These are easily avoided typographic mistakes or communication issues that may result in the signature pages not matching the final document. Getting them right the first time means you can present great work product to the partner and not bother your client with multiple signature requests.

Common signature page issues to avoid

  • Dates. Where possible, avoid dating any signature pages. Clients will typically fill in blank dates (despite your instructions not to) and usually not with the proper closing date. What’s more, beware of adding the date yourself ahead of time. Even if you know the closing date with virtual certainty, it can still change, and you don’t want to ask your client to sign all of their signature pages a second time. Instead, try using a date-agnostic lead-in, such as:

IN WITNESS WHEREOF, the parties hereto have executed this [Agreement Name] as of the date first set forth above.

  • Breakaway Signature Pages. One helpful approach to complex signings is to use breakaway signature pages, where each signature block (or group of signature blocks signed by the same person) is on its own separate signature page. These can be particularly useful when a large number of unrelated parties are signing a document or if certain signer details are unknown or may change. As an example, Jane Doe indicated she would sign as President of Widget Company, so you added her information to all of the signature blocks. However, it turns out Jane is on vacation and John Doe will sign instead as Secretary. Rather than send a new version of those signature pages to every person for each document, by using counterpart signatures, you’ll only need to send the new signature page to John.
  • Doc IDs. They have different names in different systems, but you are probably well aware of these alpha-numberic codes that your document management system may insert into your document footer or document name. These also have a sneaky way of reappearing in the footer every time you save a new version of a document. If you intend to take it out of the final document, then make sure to pull it off your signature page. You may want to confirm opposing counsel did the same so the signature pages match, but more on that below.
  • Footers. A lot of signature pages can look the same, so when you receive an executed packet it can be difficult to match the signed pages with the original documents. One commonly used trick is to add an identifying footer to each signature page (if you are using Microsoft Word, you may need to add some section breaks to keep it from boiling over to the rest of the document). These footers are usually in brackets, aligned center and read something like this:

[Signature Page to Stock Purchase Agreement]

  • Page Numbers. Signature pages typically do not contain page numbers on them, so double-check that you've removed them before creating your signature packet.
  • Align with Opposing Counsel. It’s always good practice to confirm that opposing counsel is working with the same set of signature pages so you don’t end up with parties signing different signature pages. Often this occurs when parties use different, but not incorrect, spellings (Rob vs. Robert) or titles (President vs. CEO & President) on their signature pages. Using signature and closing management software like SimplyAgree, you can easily make and amend signature packets for all parties to ensure that they match every time.

See SimplyAgree in action during one of our weekly webinars.