Another name for an attestation clause is "execution clause" or "signature block" and all terms refer to the words used at the end of the contract where the parties are required to sign or "execute" the contract.

Deeds vs under hand contracts

A contract can be signed as a "deed" or "under hand". The main difference between a signing a contract as a deed or signing it under hand are the time limits for either party to bring a claim against the other for breach of the contract. Different forms of words must be used in the attestation clause for the contract to have effect as a deed or as an under hand contract.

Time limits

If the contract has been signed as a deed, then the innocent party has a time limit of 12 years from the date the breach occurred to bring a claim against the other party, generally for damages (e.g. money to rectify the breach or to cover the losses the innocent party suffered as a result of the breach).

If the contract has been signed under hand, then the victim of the breach has a time limit of 6 years from the date the breach occurred to bring a claim against the other party.

The innocent party may be able to claim specific performance of the contract, terminate the contract of claim damages (i.e. money) depending on the form of the breach. Normally the innocent party will claim damages.

Watch out for…

Time limits run from the date of the breach occurred and not from the date the contract is signed or when the defects liability period finishes!

Who should sign?

Deeds

Private and Public Limited Companies registered at Companies House need:

• two Company Director’s signatures; or
• one signature of the Company Director and one of the Company Secretary.

Partnerships need:

• two partners authorised by the Partnership Deed to sign deeds or contracts on behalf of the partnership.

Limited Liability Partnerships need:

• two members authorised by their membership contract to sign on behalf of the LLP’s members.

Individuals need:

• the individual needs to sign the contract, and a witness will also need to sign the document and state their name address and occupation.

Under hand contracts

A single authorised representative of the company, partnership or LLP or an individual may sign.

For further information please contact Sadie Fairfax by telephone on 01865 262 627 or by email.