Core legal skills
How to manage a contract execution process
My checklists and templates for running a contract close, from finalising the documents and tracking conditions precedent through to signing day and saving the executed versions.
Contract signings for big matters are hectic — especially for junior lawyers without a system for checking and coordinating the process. After a couple of contract-close processes, here are the checklists, templates and process I use to manage a close. A full Word pack of all templates and checklists is available to download.
1. Finalising the documents
With all terms agreed, here's a checklist for the final proofread:
| No. | Item to check |
|---|---|
| 1. | Execution blocks — confirm the intended signatories have signing authority (including reading any Power of Attorney for delegated authority); a company search helps confirm entities. |
| 2. | Dates |
| 3. | Inserts / highlights / square brackets / cross-referencing errors |
| 4. | Watermarks |
| 5. | Headers / footers |
| 6. | Remove references to "draft" |
| 7. | Method of execution (deed or contract / counterparts clause / electronic) |
2. Conditions precedent / subsequent
Set out the conditions precedent and subsequent stated in the contract, and communicate them with the client so each is satisfied and there's a valid, binding contract at the end. A simple template:
| No. | Condition precedent | Responsibility | Timing |
|---|---|---|---|
| 1. | [insert] | [who is responsible for satisfying it] | [e.g. before execution, within 10 days after signing] |
3. List of documents and copies
Before the signing room or portal, list the documents to be signed and, for hard copies, the number of copies. For documents you're preparing, set out the signatories and their capacities (Director, Company Secretary, under Power of Attorney). With multiple parties, consider circulating an email asking each to provide their signatory details so you can populate the execution blocks.
| No. | Document | Prepared by | Copies | Signatories |
|---|---|---|---|---|
| 1. | [insert] | [N/A if electronic] | [e.g. Principal — John Smith (Director), Jane Smith (Company Secretary)] |
4. Coordinate with the client
By this stage, email or discuss with your client:
- How the documents are being signed (electronic / DocuSign, hard copy, counterparts).
- The conditions precedent / subsequent they are responsible for.
- When execution is occurring (documents are sometimes signed but dated later).
- Where the documents are being signed.
- Who needs to sign.
5. Ready for signing
In person
- Page-turn the documents (printing issues, missing pages, cross-referencing mishaps).
- Arrange a meeting room for hard-copy signings.
- Set the documents out, or upload them to the signing platform.
- "Sign here" stickers are a nice touch.
- Write in any last-minute amendments and initial next to them (communicate these if signing in counterparts).
Electronic platform / DocuSign
- Confirm the setup (email addresses, order of signatories).
- Upload PDFs with the correct execution pages.
- Test with your own email before sending to the client.
- Download and store the completed certificate of completion.
6. Post-signing
- Exchange physical copies (if any) with the other parties' lawyers.
- Decide who prepares the electronic versions of the signed copies.
- Compile the electronic versions (for counterparts, include each signed counterpart).
- Save into your file system's "Executed versions" folder — the signed version (marked "executed") and the final editable "for execution" Word version.
- Check whether the client will keep their signed copy or you'll store it for them.
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