Should You Be the Last to Sign a Contract You Drafted?

Last week I gave my “Drafting Clearer Contracts” seminar in Santa Clara. During a break, one of the participants asked me if I thought it matters in what order the parties sign a contract.

More specifically, she’s concerned about sending out a contract drafted and signed by her company and getting back a fully signed copy with changes added by the other party. That’s why her company’s standard terms include a provision stating that any unilateral changes will constitute a proposed amendment to the contract and won’t affect the validity of the contract or the other side’s acceptance of the contract.

Signing first shouldn’t pose a risk—if the other side makes unilateral changes, you don’t have a contract. But problems could arise if you don’t bother looking through what the other party sends back, as that could result in the other party’s thinking that you’ve accepted their changes. Being the last to sign might make it more likely that you’d look at what the other side sends you, but not if you sign separate signature pages.

So checking what the other side sends you is more important than the order in which the parties sign.

And I’m not crazy about provisions stating that if you make unilateral changes, they’ll be ignored and the parties will still have a contract—the parties won’t have had a meeting of the minds. Such provisions attempt to make the best of a bad job, but it would be much better to avoid the issue in the first place.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

2 thoughts on “Should You Be the Last to Sign a Contract You Drafted?”

  1. Two points:

    1.  Being the last to sign could mean that the contract is “made” in your jurisdiction.  That fact could be to your advantage if (as is often the case to keep things short) the contract is silent about forum selection and choice of governing law. 

    2.  To deal with the surreptitious changes possibility, I very often include a mutual representation that all changes have been redlined.  The reasoning is explained at and

    (A shorter version of the redlining representation is, Each
    party represents that it or its counsel has ‘redlined’ or otherwise called
    attention to all changes that it made and sent to the other party in
    previously-sent drafts of this Agreement, including but not limited to drafts
    of any attachments, schedules, exhibits, addenda, etc.

  2. As long as you know what it’s in the contract you are signing, or signing off on, I don’t see that it really matters which side signs first.


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