Legal Question in Business Law in California

What does this exactly mean?

This Agreement may be executed in counterparts.

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.


Asked on 11/14/08, 5:58 pm

1 Answer from Attorneys
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: What does this exactly mean?

This is common contract language.

Execution in counterparts refers to the common practice of preparing several originals of a contract. If X and Y are the parties, X can sign one original and hand or mail it to Y, and Y can sign another original and hand or mail it to X. This facilitates getting everyone's signature on an original when there are multiple parties, perhaps signing at different locations, or at different times.

The clause about "headings" serves the not-very-useful task of preventing a party from alleging that section headings have legal meaning, and thus possibly that some provision was incorrectly labeled or inserted in the wrong place.

That stuff about number and gender is inserted to make it unnecessary to use phrases like "...if he, she, it or they breach(es) this contract...." One can then just write ".....if he breaches..." and it covers whatever gender and number the context requires.

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Answered on 11/14/08, 6:47 pm


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