There is a Bill appearing before the Scottish Parliament in the coming months which seeks to make the signing (or ‘execution’) of contractual documents, easier.  This Bill, when given Royal Assent, will be called the “Conclusion of Contracts (Scotland) Act” The current law on this area is contained in the Requirements of Writing (Scotland) Act (1995) which this new Bill seeks to use as a basis for amending the current way that we execute documents.

The Bill provides for “execution in counterpart”, which at its simplest, allows for multiple copies of the same document to be signed separately by the various parties to a transaction.  This will provide for a new freedom not previously recognised under Scots law - no longer will we have to have the different parties, who are potentially all over the world, sign the same document.  Instead, there will be the possibility for multiple copies to be signed by each individual party, and when taken together they will form the single binding legal document. As a result, there could be a number of advantages and savings, in both time and expense, in completing oil and gas industry sector contracts, especially where multi-national parties are involved.

The important thing in this proposed new method of execution is the “delivery” of the counterparts i.e. the different signed copies, to the other parties to the contract.  For the document to be valid each counterpart must be delivered to the other parties, who did not sign that copy of the contract, or their nominee. These copies can be handed over to each party’s agents or they can be held centrally by one ‘nominated’ agent and upon agreement by all parties the documents will be held as delivered and the contract concluded.

The Bill also allows for delivery of a ‘traditional document’ regardless of whether or not it has been executed in counterpart, by ‘electronic means’.  Such means will comprise methods such as via email, fax, compact disc, memory stick, or by other means which involve electronic apparatus. The final delivery method is ambiguous and an attempt at future-proofing the Bill, however the rest simply update the law to keep pace with the current age of modern communications, and will allow for expedient delivery to take place; perhaps this is a moot point depending on your stance towards technological innovation!

There are limitations, however - electronic delivery must be in a form which the recipient expresses willingness to accept or which would be considered reasonable in the circumstances. So it cannot be unduly thrust upon you should you not wish it to be.

The final changes aren’t clear as the Bill has still to be laid before the Scottish Parliament. What it finally comprises, and how this will be implemented in practice, will become clear during the course of this year. We will, of course, monitor developments and provide updates.

Should you have any queries, or wish further information meantime, please contact Jamie Robertson (This email address is being protected from spambots. You need JavaScript enabled to view it.)