Signing, varying and ending a contract

Execution

• Companies. Section 127 of the Corporations Act 2001 (Cth) allows execution by two directors, a director and company secretary, or the sole director of a single-director company. Executing this way lets the counterparty rely on statutory assumptions about authority.
• Agents and attorneys. If someone signs under delegated authority or a power of attorney, ask to see it and note it on the execution block.
• Trustees. A trustee must sign in its capacity as trustee of the named trust, and its power to enter the transaction should be checked against the trust deed.
• Deeds. Required where there is no consideration, and used to obtain the longer limitation period. Formalities differ from simple contracts — check the applicable state rules for individuals.
• Electronic signing. Permitted for companies, and widely used through platforms that produce an audit trail. Some documents (certain land dealings, some statutory declarations) still have specific requirements.

Practical hygiene: sign the final version, initial handwritten changes, complete every schedule, and circulate the fully executed PDF to both parties on the day.

Conditions precedent

Where the contract only becomes operative on a condition — finance, landlord consent, regulatory approval, board sign-off — state who must satisfy it, by when, what efforts are required, and what happens if it is not met. Vague conditions precedent are a common route to a deal that neither party can enforce or escape.

Variations that hold

A variation should identify the original contract, state an effective date, set out precisely which clauses are amended, deleted or inserted, and confirm the balance continues unchanged. It should be executed with the same formality as the original. After three or four variations, restating the agreement in a single clean document is better than tracking a stack of amendments. See what is an addendum.