As the complexity of projects increase, so too does the
documentation behind them. Medium to large transactions often
require multiple agreements, which take the form of both contracts
and deeds. As the negotiations and preliminary planning stages of a
project progress, many iterations of these contracts and deeds are
produced.
Time pressure to conclude negotiations and commence the project,
coupled with the practical difficulties in accessing company
directors and senior managers due to their busy schedules, often
leads to the execution of these documents and the finalisation of
these documents being out of sequence. The recent UK decision of
R (on the application of Mercury Tax Group and Another) v
HMRC [2008] EWHC 2721 (Admin) warns of the dangers of this
practice. It is a useful reminder about the potential traps and
issues associated with the execution of documents and also
highlights how an incorrect procedure can lead to the transaction
documents not being
