Few of us can claim never to have made a mistake when drafting, negotiating or even signing contracts. But some of the mistakes we have seen are in a class of their own. Here are some of our favourites:
- The Chief Executive who signs the contract in the wrong place, on behalf of the other party.
- The contract that is signed when the text contains a header saying that it is a “draft” or “subject to contract”.
- The contract that names a different party at the top of page 1 to the party named in the signature block.
- The contract with missing schedules, or out-of-date versions of schedules.
- The contract with two clauses that have the same number.
- The contract with a date line left blank.
- The contract that has additional signature blocks in a schedule (eg in a proforma contract or letter that will be signed on a future date, after the main contract has been signed), and these are signed as well as or instead of the main signature blocks of the contract.
- The contract that is signed by both parties but with manuscript revisions initialled only by one party or by neither party.
- The contract that has a signature block indicating that a particular form of signature is required (eg two signatories or the use of a seal) but these requirements are ignored by the signatory.
- The contract that is signed with an illegible signature and no information is given as to who has signed or their position within the organisation.
We have seen most of the above examples on more than one occasion. They usually occur when parties choose not to involve their legal advisers in the final stages of negotiation and signature of the contract. A related problem is when a party fails to keep, or loses, their signed original of the contract. It doesn’t take a lawyer to point out most of these mistakes, but it does require someone with an eye for detail.