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Lawyers who were trained in commonwealth jurisdictions may have an ingrained concept that backdating a document is generally improper, if not illegal. This is reflected in online dating hong kong expat Linklaters article Execution of Documents: Five Common Questions Answeredwhich offers the following advice for in-house lawyers:.
Unfortunately, the article offers scant authority, and dating cafe nrw ferien 2020 2021 search on Google reveals little else on the subject from the commonwealth world.
In the US, however, there seems to be have been much more consideration of the issue at least according to my Google search results. Despite recent controversies surrounding the backdating of executive stock optionsthe general attitude in the US is that backdating is not wrong or rightper se.
Rather, it is the use of the backdated documents by the parties or their counsel that may violate the law. In the law of contracts, it is elementary that ordinarily a contract speaks from the day of its date, regardless of when it was executed and delivered.
It is of common denise wrobel online dating sites in connection with deeds, leases and other contracts that, while they are not in effect at all and have no legal existence until delivered, yet, in respect to the date of delivery, they, in point of commencement, relate back dating in tuscaloosa redneck blinds contest commence in the future.
Such relation back or forward contravenes no principle of law and is determined by the intent of the parties as deduced from the instrument itself. As a practical matter, the proper date to put on an agreement is something that corporate counsel is likely to have to make a judgment call on quite often. This is because documents take time to draft, negotiate and execute. Even for a simple document such as a Non-Disclosure Agreement or Confidentiality Agreementthe parties may legitimately want the document to take effect from an earlier date.
The commonwealth-trained and more prudent approach would be to insert the date only when the last party has signed and to use a date no earler than the date of that last signature. Most of the suggestions above are derived from this excellent article by Kwall and Duhl, which delves into the subject in detail albeit from a US law perspective.
Most counsel would agree that parties are free to reach agreement on when they would like to their contracts to be effective from. Importantly, they should realise that this will not necessarily change the factual circumstances at the earlier date. For example, if a sale contract did not in fact occur at an earlier date, then even if a contract for sale is expressed to take effect from an earlier date, that would bind the parties as between themselves, but not against 3rd parties for example, the tax authorities, for the purposes of tax calculations.
In my experience, law firms and especially magic circle law firms very seldom engage in such practice with regards to dating of documents. It goes to show the importance of lawyers undertaking CPD regularly, and this is especially true for in-house lawyers though many will not admit it. For those with an hour to kill thinking about the issues, Jeffrey Kwall and Stuart Duhl wrote an excellent article on backdating that was published in Business Lawyer in You are commenting using your WordPress.
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Notify me of new posts via email. For those instances where a document is intended to take effect retroactively, you should: Assess whether the backdating is intended to deceive or harm third parties including government and regulatory bodies. Only proceed if the answer is no. Ascertain if the backdating would violate a law or adversely affect the rights of third parties including government and regulatory bodies. Check your instincts. Share this: Twitter Facebook. Like this: Like Loading Leave a Reply Cancel reply Enter your comment here Fill in your details below or click an icon to log in:.
Add Expertise:. Add Keywords:. One of dating cafe norwall animal with buddy thornier issues dating comes site in legal practice from best dating site for christian singles to time is guru backdating of documents. Legally speaking, this is something that you should not do — or more accurately, there will only ever rarely be occasions when this is appropriate to do. However podcasts practice, for both good reasons and bad, backdating of documents does occur. However, he rarely adds that he actually lutheran up losing that trial, which brings us to my second point — even though christian law generally women seeking men south australia the backdating of documents, the legal consequences of backdating are highly variable. This article will try to unpick the various legal threads of when you can and cannot backdate documents, and what the consequences will be if you do. The first and most important thing to note about the consequences of backdating a document is that it is potentially a criminal offence. However, at common law this was a criminal offence going by the contradictory sounding name of uttering a false document and in most English law based legal systems it is still an offence today, although in many cases statutory provisions have superseded the common law for example, in the British Virgin Islands see section of the Criminal Code Where backdating is done for financial gain, it may also constitute the more dull-sounding criminal offence of obtaining a pecuniary advantage by deception. Although criminal prosecution might be a risk in serious fraud cases, in most day to day legal matters where backdating occurs for reasons of administrative convenience, or simply by oversight or error, the risk of being charged with a crime are commensurately small. But even if a person is not charged with a crime, the fact that a crime can be demonstrated to have occurred may still impact the rights of the parties. In certain cases a criminal act may negate insurance. Lack of a prosecution does not mean a lack of legal consequences.
There are any number of contexts where this comes up — some legitimate and others not exactly aboveboard — but the logistics of negotiating and signing contracts are such that the issue is unavoidable. For those with an hour to kill thinking about the issues, Jeffrey Kwall and Stuart Duhl wrote an excellent article on backdating that was published in Business Lawyer in Setting aside such issues, avoiding unwanted side effects of backdating contracts can be tricky, especially when the purported effective date of an agreement is several months before the date it was actually signed, as can be seen in FH Partners, LLC v. Complete Home Concepts, Inc. FH Partners involves the ownership of a promissory note that was made to a bank in connection with a loan. FH Partners made a demand on the debtor for payment of the loan and eventually sued the debtor and guarantors. The law does not support the blanket conclusion that a retroactive effective date in a contract is only enforceable when the evidence demonstrates that the parties had agreed to the material terms of their contract as of the retroactive date.
Please contact customerservices lexology. I am sure that from time to time we have all come across the vexed question of backdating illegal. Is it legal to comply with the request or must it always be refused outright? Alternatively, is dating girl hubline i360 immigration a way of legally trying to achieve the required objective? For example, if a seller had sold his house in December then the seller could have taken advantage of certain tax benefits. However, he only realizes this in January and so wishes to backdate the document to December. The event did not happen during the time period required for the benefit so an attempt is being made to pretend that it did. This is a fraud on the tax authorities, a criminal offence and is likely to get the lawyer who prepared the document disciplined by his regulator and possibly also charged as a co-conspirator. For obvious reasons, any request to backdate a document for these reasons should be flatly turned down. However, an explanation often given by the person wanting to backdate the document is that the document is merely meant to reflect an oral agreement that has already been made and that this is just a way of documenting it. In theory, this would appear on the face of it to be a reasonable request, as it is just a private arrangement between two parties.
Our son is the fourth generation to play a violin made in the early 20th century by Prague luthier Janek John Juzek. Juzek noticed that there was a high demand for string instruments in North America. Juzek engaged area luthiers to make instruments for him and exported the instruments to North America to be sold under his label. They included his own name but a completion date about five years earlier than the actual date the instrument was completed. It is unknown why he might have done this, but I have my suspicions. In addition to having value as musical instruments, many violins have value as antiques. Although musicians purchase an instrument based upon how it responds and sounds, an older instrument might have greater value to a collector than a brand new one, simply because it is old.