Corporate and banking transactions, particularly more complex or
multi-national deals, often present difficulties as regards signing
arrangements. The availability of signatories at a certain
time or the need to make a post-execution amendment can prompt the
parties to look for alternative ways to deal with completion
formalities.
A recent English High Court case, R (on the application of
Mercury Tax Group and Another) v HM Revenue and Customs, ruled
out one possible alternative by confirming that re-attaching an
executed signature page to a modified deed will not create a valid,
binding and effective deed.
The case involved the execution of signature pages whilst the
deed in question was still in draft form. After execution,
and without notifying the signatories, certain material changes
were made, square brackets were completed and the name of the
trustee was inserted. The court considered the Law of
Property (Miscellaneous Provisions) Act 1989 which provides
