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The Difference between Appendices, Annexures and SchedulesHome/Contracts/The Difference between Appendices, Annexures and Schedules What is the difference between a schedule and annexure? Not much. Our preferred view is to refer to an appendix, annexure or addendum as an ‘attachment’, and make it clear from the wording in the agreement whether it is intended to be an integral part of the legal document or not. Over the last 20 years that I have been drafting contracts (like IT Contracts and SLAs), many have had attachments to them labelled as either an “appendix”, “annexure” or “schedule”. During the course of a recent contract negotiation, the meaning of these attachments came into question, in particular, which one is an integral part of the agreement and which is not. The correct use of language in a contract is very important.
The Difference between a Schedule and Annexure from a Technical PerspectiveAccording to Black’s Law Dictionary:
From these definitions on a technical level:
On this understanding
The above explanation is on a technical level applied to the words used and their meanings. According to Thomas Reuters’ Practical contract drafting tips, a good practice is to clarify in the agreement whether appendices form part of the contract. Annexures do not form part of an agreement but stand alone as an attachment to the agreement. Schedules are an integral part of an agreement and provide important legal operative contract terms. From a Plain Language PerspectiveHowever, for Andrew Weeks (one of our plain language gurus), one can (and should) look at this from a practical, plain language level. Common to an appendix, annexure or schedule is that they are all “attachments“. Therefore, you should refer to “Attachment 1” and not “Appendix 1” or “Annexure 1” and make it clear from the wording in the agreement whether they are intended to be an integral part of the agreement or not. One could also refer to a Schedule as a “list”. The mere fact that an attachment was a self-standing document before the agreement was signed does not mean it necessarily always has that status in future, ie its legal significance can be ‘frozen’ at the moment the agreement is signed with it as an attachment (usually initialled). Changes to the original document (a copy of which was attached) then doesn’t usually change the agreement itself, unless this was clearly the intention. Share This Story, Choose Your Platform!Related PostsA common misperception is that it is a solicitor who makes an agreement legally binding, perhaps by preparing a document in a particular way or approving it. However, what makes an agreement or a promise binding is the presence of certain characteristics. In this article we talk about contracts - legally binding agreements between two or more parties - and not deeds, which may only have one party. Additionally, there are some (very few) types of agreement where Parliament has legislated additional requirements for some or all of the agreement to be binding. Key requirements for a contractAgreementFirst, there must be agreement – an offer made by one side, and acceptance by one or more others. An offer is an expression of willingness to enter into agreement, subject to conditions or terms. It could be made to a specific person, to a group of people, or to the world at large. An offer is not an invitation to treat. The distinction is that an invitation to treat is an invitation to make an offer, without with the intention that the person invited should be bound by the terms. An example of an invitation to treat is a display of goods for sale in a self-service shop. An offer can be withdrawn at any time, provided the withdrawal is communicated to the offeree. It can be communicated by a reliable third party, and not necessarily the offeror. Acceptance must be unqualified and final. If a counter-offer is made that aims to change the terms, then the original offer is deemed to be rejected. A rejected offer cannot be restored or accepted unless it is made again. A request for more information about the offer is not a counter-offer. Acceptance takes effect when it is communicated to the offeror. There are rules about communication of the acceptance. If the means of communication is post, then acceptance takes effect when the post is sent. If the means is instantaneous, such as e-mail or text message, then it takes effect at the time of receipt. However, if the offer expressly states how acceptance should be made, it can usually only be made under those terms. A lack of response cannot be acceptance. Both offer and acceptance can be made in writing, verbally, or by conduct. An exchange of economic valueSecondly, contracts under hand must have consideration – something of value exchanged between the parties. Consideration must be sufficient, but need not be adequate. In other words, the thing given must have economic value, but that value does not have to reflect the value someone else might accept. To be sufficient, the consideration must detriment the party who pays it, but it does not have to benefit the other party. Alternatively, it can be given to a third party nominated by the one who otherwise would receive it. Generally, consideration must not be for an action that occurred in the past. For example, money given on a date prior to that of the contract as a gift cannot be consideration. There are exceptions. A pre-existing debt can be consideration for a bill of exchange. For example, cheques can be used to pay for work carried out in the past. If a party is asked to perform an obligation with understanding that the performing party is to be remunerated in the future, then that is sufficient consideration. Intention to enter into legal relationsThirdly, the offer and the acceptance must both be made with intention to enter into a legally binding agreement. In commercial transactions, it is presumed that this intention exists. To claim otherwise is difficult. Social arrangements, such as those between family members, are presumed not to have intention. It would be incredibly impractical to be bound by every small promise to do something for the family. Inclusion of the words 'subject to contract' or use of a 'letter of comfort' usually makes the terms set out unenforceable. Written and verbal agreementsUnder common law, writing an agreement down is not necessary to make it legally binding. An informal agreement, such as one made verbally, will be binding if it has the three components. Parliament has made statutory exceptions to this rule. For example, many contracts involving the lease, transfer, options over and sale of land, and those relating to employment, and transfers and licensing of certain types of intellectual property must be written so that each side is aware of their obligations and rights. Likewise, contracts of guarantee are also required to be in writing. The advantage of clear communication is one of the reasons why plain English is now favoured in legal documents over legalese. CapacityIn order to enter into a contract, none of the parties must be children. Contracts where one or more of the parties lacked mental capacity (whether as a result of disability or alcohol or drug use) can be overturned. If one of the parties is a company, the contract must be signed by someone with authority to enter into it. Directors usually have such authority, but not in all situations for all types of contract. Authority can be delegated to someone else, such as a senior manager, solicitor or accountant. If you are the other party, it is essential that you confirm that the person signing has authority. Seals are not required. They are sometimes still used to make a signature look more legally binding (although appearance of the document is not something that influences the legality of it). However, access to, and use of a seal is often an indicator that the person signing does have authorisation. Things that are not required to make a contractOnly the conditions above are required. That makes the potential list of what is not required infinitely long. However, it is worth noting the following: The agreement does not have to be prepared by, or approved by a solicitor. If this were the case, then every time we bought anything from a shop, we would need a solicitor in tow. A solicitor does not need to witness the signatures to a document. Again, we all make contracts in our personal lives without a solicitor being present – consider when you change energy supplier and enter into a contract with a new supplier. Complicated paragraph structures and words not used in day to day language. Use of words such as 'wherefore' and 'hereinafter' possibly impress stature on an agreement, but they don’t make it any more or less binding on the parties. Serif fonts, capitalised names and thick cream paper used to be used for legal documents. There were good reasons. Using a high quality paper helped preserve the evidence of the agreement in times when documents were usually stored in damp basements. Serif fonts and capitalisation increased readability of the document when printing was less sophisticated and inks could fade or run. But they weren’t necessary then, and still are not. Often they are preferred because they give weight to the importance of the agreement to one party. Nowadays, most people have access to a home printer that can print photographs to higher standards than professional development labs could twenty years ago. A document can be presented in whatever way the parties prefer. Which of the following is a contract that defines the terms of future contracts between parties?A master service agreement (MSA) is a contract that defines the terms of future contracts between parties, such as payment terms or arbitration arrangements.
Which of the following is a document that I sent as a request to vendors to submit a proposal for a product or service that your company wants to purchase?A request for proposal (RFP) is a document that an organization, often a government agency or large enterprise, posts to elicit a response -- a formal bid -- from potential vendors for a desired IT solution.
What does a statement of work document do quizlet?What does a statement of work document do? It documents in detail the work that must be completed for a particular object, and includes specifics such as tasks, deliverables, standards, payment schedule, and work timeline.
What does backbone cabling consist of?Backbone cabling consists of the backbone cables, intermediate and main cross-connects, mechanical terminations, and patch cords or jumpers used for backbone-to-backbone cross-connection. Backbone cabling also includes cabling between buildings.”
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What kind of document serves as a legally binding contract or part of a contract that defines in plain language?
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