By Jon Robertson, partner, Dundas & Wilson.
The new Act is a godsend for lawyers trying to ascertain exactly what
legal form a particular arrangement has to be in or how it requires to
be signed.
FOR hundreds of years Scottish lawyers have baffled their clients with
obscure phrases such as ''adopted as holograph'', ''probative writ'' and
''obligationes literis'' whenever discussing the topic of formal legal
documents. Truth be told, the bafflement has not always been one-sided,
for lawyers themselves have often been left scratching their heads when
attempting to work out exactly what some of the more obtuse legal
requirements for the signing of deeds are.
On August 1, however, the requirements changed. The old Scots law on
the signing of deeds, built up over hundreds of years and contained in
various Acts of Parliament (some dating back to well before the Act of
Union) and numerous cases, has now been consigned to the dusty shelves
of law libraries. The old law is now replaced by a single Act of
Parliament, the Requirements of Writing (Scotland) Act 1995, running to
only 15 sections. The provisions of the Act govern, with a few
exceptions, all documents subject to Scots law signed on or after August
1 this year.
The Act makes several important changes to the law. These include the
abolition of the requirement to have witnesses of someone's signature,
although this is still a good idea as it gives the deed certain
beneficial qualities. If witnesses are used, the number required is
reduced from two to one. The use of ''adopted as holograph'' disappears.
The Act also provides that in general, people can enter into contracts,
make binding promises, or create trusts without the requirement of any
written document whatsoever, though if problems of proof are to be
avoided, writing is a good idea.
Only in limited circumstances is a written deed now necessary: in
short, for contracts and other documents relating to land, gratuitous
promises (unless given in the course of business), trusts where a person
is sole trustee of his own property, and wills.
While the Act is generally well thought out, it does cause some
headaches for lawyers (which not everyone will consider a bad thing).
For instance, the Act allows the use of unsigned schedules in certain
cases: so a will can now comprise only a few lines in which a person
leaves all their property as per an unsigned schedule. This could be a
wonderful post-death planning opportunity for an unscrupulous relative.
The biggest possible danger raised by the Act is in the area of
unintentional contracts. This danger has always existed in areas where a
written document was not required: everyone knows the danger, for
instance, of the unintended nod at an auction, or of waving at someone
on the floor of the stock market.
The Act increases the risk of unintentional contracts by allowing
people to enter into contracts where they would previously have known
they were not going to be bound until formal documentation was signed.
The danger is most apparent in the area of contracts concerning land.
Now, an exchange of informal letters, or even a conversation on the
telephone, followed by actings in reliance of the ''agreement'', could
be enough to bind parties to a deal where this was neither expected nor
intended.
The way to avoid this trap is for those negotiating property deals to
make it clear at the very beginning -- preferably in writing -- that the
discussions or negotiations are to be binding on the parties.
The best way to ensure this is to specify clearly that agreements will
not form part of a contract unless incorporated in a deed properly
witnessed under the new rules (ie, meeting the requirements of section 3
of the new Act). This should be agreed upon at stage one. If in doubt
contact your lawyer.
The above problems aside, the new Act is a godsend for lawyers trying
to ascertain exactly what legal form a particular arrangement has to be
in or how it requires to be signed, and exemplifies the clear, no
nonsense approach to the codification of the law which many recent
Scottish statutes have demonstrated.
No-one who ever had to cope with the problems of the old law will
really miss it, but like anything new in the law, most lawyers will
probably welcome the Act with a rather formal Edinburgh handshake.
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