Glossary
What does signing in counterparts mean?
Short answer
Signing in counterparts lets each party sign a separate copy of the same contract, with all the signed copies together making one agreement. It was invented for paper deals where parties were in different places, and a counterparts clause in the boilerplate makes it explicit. With e-signatures it matters less, because every party signs the same electronic file.
Updated 25 October 2026
- Counterparts
- Signing in counterparts means each party signs its own identical copy of a contract rather than all signing the same physical document, and the signed copies together form one binding agreement. A counterparts clause in the contract confirms this.
How a counterparts clause works
A typical clause reads something like: 'This agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute one agreement.' It confirms the parties do not need to sign the same piece of paper, and that each signed copy counts as an original.
Many clauses add that delivery of a signed counterpart by email in PDF form is as effective as delivering an original. That wording covers the common practice of signing, scanning and emailing.
The risk with signature pages
The weak point is the signature page. In paper and scanned closings, lawyers sometimes collect signature pages in advance and attach them to the final text. In England, the 2008 Mercury case (R (Mercury Tax Group Ltd) v HMRC) raised doubts about attaching signature pages from one draft to a later version, especially for deeds. The Law Society later issued guidance on how to run virtual signings safely.
The underlying problem is proving that each signer saw and agreed to the same final text.
Counterparts and electronic signing
When all parties sign one electronic document through an e-signature service, there is a single final version and a record of each signature on it. There are no separate counterparts to match up, and the document hash proves everyone signed the same file.
A counterparts clause does no harm in an e-signed contract and many templates keep it. It helps if one party signs electronically and another insists on ink.
How Sign PDF handles it
In Sign PDF every signer signs the same document, and the finished PDF carries all signatures, the certificate of completion and the SHA-256 fingerprint of the original. Each party gets the identical sealed file. This is general information, not legal advice; for deeds and complex closings, follow your lawyer's signing instructions.
Questions people ask
Is each counterpart an original?
If the clause says so, yes. Each signed copy is treated as an original, and together they make one agreement.
Do I need a counterparts clause for an e-signed contract?
Usually not, because everyone signs one file. Keeping the clause is harmless and covers mixed paper and electronic signing.
Can a deed be signed in counterparts?
Often yes, but deeds have stricter formalities, such as witnessing in England and Wales. Take legal advice for deeds.
What if the counterparts do not match?
Then there may be no agreement on the differing terms, or a dispute about which text applies. Signing one electronic file avoids this.
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