On Jul 24, 7:29 am, bg...@nyx.net (Barry Gold) wrote:
> Seth <se...@panix.com> wrote:
> >Barry Gold <bg...@nyx.net> wrote:
>
> >> . a written contract is "official" when both (all) parties have
> >> signed it and handed the signed copy back to the other party.
>
> >I think it becomes enforceable when all parties have signed it.
>
> Maybe. Granted, Perry Mason isn't exactly black letter law, but Gardner
> _was_ a lawyer IIRC. I remember one book where Mason demonstrated the
> "signed, [sealed], and delivered" thing by signing a contract that was
> way in the other person's favor. But he pointed out that he hadn't
> actually delivered it to the other person.
We're getting way off the track of the thread here. OP was asking about wills, trusts, and articles of incorporation.
As to contracts, a binding agreement is formed as soon as there is a meeting of the minds to make a deal, created by offer, acceptance, and consideration, whatever form each of those takes, and whether or not it is in writing, unless a writing is required by the Statute of Frauds. I think what is mixing most posters up on that issue is, how to determine what constitutes a "writing" sufficient to satisfy the SOF where that requirement applies. Generally, anything signed by the person who is sought to be bound, indicating that an agreement exists, whether or not it does or purports to contain all the terms of the agreement (i.e. an "integration") is sufficient when used by the other (non-signing) party to enforce the agreement. The only reason a written "contract" (which I put in quotes because the legal contract consists of the subject matter on which the parties' minds have met, not the writing memorializing that agreement, even though the word is used interchangeablyto denote both) would be signed by both parties is if both parties want to make sure the other party can be bound to fulfill any presently unexecuted promises contained therein. If one party has already performed, e.g. by payment, it is only the party who has yet to perform who has to sign the form agreement, in order to be bound by it, if the first party decides to sue for breach. Of course, for practical purposes that means a copy of the signed agreement or memorandum must be in the hands of the enforcing party, but there is theoretically no prohibition on a party who does not have a copy of the agreement suing for breach if he can obtain a copy from the defendant in discovery. I don't believe "delivery" is a specific requirement for enforceability of a contract, although "acceptance" is, and "delivery" may be a form of "acceptance" depending on the circumstances. OTOH if the bound party simply communicates his acceptance to the other in a different way, e.g. by telephone or email or in person, but fails to deliver a copy of the signed contract, you may still have a contract.
Now, as to wills, trusts, corporate articles and such, each state's requirements for a valid document differ, which is why I strongly suggested OP consult a lawyer to help him draft and file these, if this was not just an idle hypothetical.
One other kind of document, which may be what Perry Mason's case was about, is a deed. A deed (or, e.g. title certificate to a car) is not effective to transfer title until it is delivered.
Or, it could simply be that Perry was arguing the failure to deliver the paper meant that the defendant had not yet accepted the offer even though he had privately signed the form.
--
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