Agreeing is sometimes difficult. Even if it’s two people, it’s sometimes so difficult to come to a definite decision! What can one say when two organizations try to agree? Or even two countries? But what if two different political systems? It is not surprising that before the contract is concluded, it goes through several stages of its development, each of which is characterized by certain ways of expressing the consent or disagreement of the parties. What is signing a contract? Or, what does "agreement initialed" mean? Is it the same as signed, or not?
Let's try to figure it out. For a start - in terminology
So, what do the various terms of law mean, implying a way of fixing the terms of the agreement between the parties? Let's try to understand the semantic load of well-known and frequently used words. For example, what is a signature and how does it differ from painting. How to say the right thing: to subscribe or sign an agreement? And how is the monogram used ? What is document sighting? What can be a paragraph, and what does the phrase "to initiate an agreement" mean?
Without an understanding of the meaning of these terms: to sign, endorse, initial, the meaning of the word "contract" will not be fully disclosed. And, therefore, it will be impossible to comprehend the basics of contractual work, no matter what branch of law it relates to.
Signature - what is it?
According to the law (see article 160 of the Civil Code of the Russian Federation), any contract is sealed with a signature. Lack of
it on the document means that an agreement has not been reached and may entail predictable legal consequences, up to invalidating the transaction.
But, unfortunately, in the legislation of the Russian Federation there is no single normative act that would give an exact definition and uniquely regulate the use of signatures. As a result, the signature is often replaced with a paragraph. Therefore, it is worthwhile to understand what the word “initiation” means, and how it differs from the word “sign”.
A signature is a collection of graphic symbols that serves to identify a person as an individual or legal entity. According to Ozhegov’s dictionary, a signature is a surname written in person. The same indirectly confirms paragraph 3 of the 160th article of the Civil Code of the Russian Federation. And the first paragraph of the 19th article of this Code clearly states that a citizen acquires any of his rights only under his own name, surname and patronymic.
Based on the foregoing, we can conclude that it is legally competent to name only his own name written by a citizen with his full name.
Along the way, we explain that the word "painting" in general has nothing to do with the conclusion of contracts . For, in contrast to the word “signature”, it is formed not from the verb “sign”, but from the verb “to paint” similar to it (in the meaning “decorate, paint”).
It is not surprising that, without delving into these subtleties, the signature is confused with, for example, a paragraph, which logically implies an incomplete understanding of what a "signed document" is and how the "initialed document" differs from it.
Digital signature
In the era of the development of electronic document management, electronic digital signature has spread . Its purpose, in essence, is the same as that of an ordinary signature - to verify that the document does not contain distorted information, and that it is certified by the person who owns the signature key certificate.
But I must say that with all our love and respect for the capabilities of information technology, it is unlikely that in the near future we will be able to avoid the preparation of documents in written, paper form. And, therefore, no one has yet canceled the procedure for signing contracts using an ordinary signature. In order to initial EDS, it is not used.
What is a paragraph?
In short, a paragraph is what we used to call a signature. The following components can be distinguished:
- Monogram. These are the initial letters (one, two or three) of the surname, name and patronymic of a person having common elements.
- Middle part. It consists of lowercase letters. As a rule, these are the following after the initial letter of the last name.
- Roscherk. Usually this is a more or less artistic element, which is a continuation of the last letter of the middle part.
A paragraph is characterized by a unique set of characters for this subject and corresponding design. Actually, the word “paraf” also means “stroke”, the initial purpose of which is to protect the signature from falsification. But it is clear that, uniquely identifying the image of the signature, the stroke often negates its readability and a correct understanding that does not work for its legal force.
From what has been said, it is clear that “initialed” is not at all the same as “signed”. A paragraph does not replace a signature.
Where is paraffin used and what is initiation?
In modern legal practice, paragraph and initialing are most often used in relation to international law, in particular, in diplomatic and
foreign trade activities. What does it mean to initial a contract? This means its preliminary signing in the event that the main provisions of the contract have already been agreed by the parties, but the final approval has been postponed for some reason. Sometimes initiation of a contract is required due to the fact that, being fully regulated by authorized persons, it needs the approval of the heads of government of the countries participating in the agreement.
In order to initial the agreement, authorized persons put only a paragraph under the text of the agreement. It can be a monogram or a stroke, or part of a surname, but not a complete signature or stamp. Often in this case, only the initials of the signatory are used. In some cases, a paragraph is affixed not only at the end of the entire text of the contract, but also on each page.
In summary ...
Now that we have figured out what it means to initial a document, it makes sense to draw some important conclusions:
- A signature is not at all the same as a paragraph. Accordingly, the use of both is very different.
- A paragraph does not replace a signature. Moreover, if the document is certified with initials with a stroke in the absence of the fully written name of the witness, then such a document can be considered unsigned if necessary.
Legal implications of waxing
As is clear from the above, initialing does not replace the signing of an agreed document. After the reasons for which the conclusion of the contract was delayed are eliminated, it is signed by the parties in the manner prescribed by law.
Initialization is not a mandatory step in concluding an agreement between the parties. It is mandatory to sign, regardless of whether this agreement was previously initialed or not. And only a signature in the exact legal sense of the word secures the parties their rights and obligations in accordance with the text of the contract.
What then is the legal meaning of initialing? It confirms that all agreements on the text by the parties have already been completed and the contract has been drawn up. After initialing, the signatories of the document are bound by the obligation to accept negotiations, the result of which is the initialed document, as held and completed. But the moment of legal responsibility of the parties does not occur, the text is not binding, and in the future, before signing, it can still be edited. The possibility of making changes to the text of the agreement after initialing is retained. But these changes cannot be made by only one party to the contract.
Use of waxing in economic activities
Today, initialing is mainly applicable in international law, and the norms of this
legal actions are spelled out in normative acts, one way or another connected with the legal regulation of foreign economic activity. But who said that this convenient tool for reaching an agreement is accessible only to diplomats ?! And why is it impossible, for example, to initial a contract between two or more business entities within the state?
Can! Moreover, in some cases, it is recommended by experts. For example, various joint ventures have similar experience in signing contracts.
Why is it important to observe some pause between the agreement and the final signing of the document?
It's all about the specifics of our office work. Let's say you set up a joint venture. What work do you have to do?
- The beginning is half the battle, and the beginning will be the preparation of a commercial proposal or a feasibility study of the joint venture project.
- After this, it is necessary to find companies abroad interested in such your proposal and familiarize them with the prepared commercial proposal.
- Then attract potential investors from abroad, hold the necessary negotiations with the subsequent drawing up of a protocol of intentions.
- To prepare, agree and sign by all interested parties the constituent documents of the future joint venture.
- Register your joint venture, open bank accounts and start production activities.
It should be borne in mind that during the state registration of a joint venture, it may be necessary to amend already signed documents. Such, for example, as a long and difficult to negotiate an agreement on joint economic activity.
It may happen that the contract comes into force before state registration, and in its process it turns out that not everything was taken into account. And again, you need to gather strength and partners to negotiate again. In this case, it is possible to recommend initialing the agreement so that, if necessary, it is painless to make all amendments to it immediately before the state registration of the joint venture.
That nothing is missing from the contract
Unfortunately, when concluding contracts of any kind between business partners
one can never be completely sure that one or even several pages of a carefully prepared, agreed upon and signed by one party document will not be replaced before the final signing by the other party.
To avoid this, there are some guidelines. So, you can flash the contract, number its sheets and fasten them with a paper seal indicating the number of sheets (not pages). This information about the document is confirmed by seals and signatures. In this case, the print must capture part of the text with the name of the position of the responsible person and, in fact, a paper print securing the ends of the thread with which the document is stitched.
Also, initialing will help ...
The second methodological recommendation in order to avoid possible forgery of the contract is initiation or endorsement of each of its pages. This can be done by persons authorized by a special order on organization.
By the way, "endorsed", given our harsh reality, in this case is preferable to "initialed", it is a fact. For the sighting can be carried out not only by means of an ordinary signature, but also by means of a seal or stamp, which will indicate the name of the organization, full name, first name, middle name and position (structural unit) of the responsible person, page number and total number of pages in the document.