Supplements to Legal Documents

Supplements to Legal Documents

One of the most common questions in Legal English is what to call the material that supplements a contract. The terms appendix, exhibit, annex and attachment all refer to something which is attached or added to a document and thus are often used interchangeably and represent only a matter of style or personal preference. However, there are some subtle differences and/or settings in which one of the terms is more commonly used.

Same Basic Meaning; Subtle Differences

An appendix (plural=appendices) is a collection of supplementary material, usually at the end of a contract (or, in the literary world, books).

An exhibit is a supplement to either a contract or, more often, a brief or other submission to a court.

Note that supplementary materials to contracts are more commonly referred to as “appendices” in England, whereas “exhibits” is the preferred term in the US. In both jurisdictions, “exhibits” are far more common in court pleadings, given that such supplements are often used as exhibits at trial.

An annex is another term used to refer to something that is attached, appended or added to a record or other document. In practice, the term can be used interchangeably with the terms “appendix” and “exhibit”. However, the term “annex” is used less frequently than either “appendix” or “exhibit” in most legal agreements with the exception of International Treaties (or similar documents with an international effect) in which the word “annex” is commonly used to refer to materials which supplement the Treaty.

An attachment also refers to items or documents that are appended to a main document. However, the term has recently become more commonly used to refer to files that are “attached” to an e-mail and may be opened separately by the recipient.

Specific Meanings
A schedule generally refers to materials that could be in the main contract but are instead moved to the end (usually due to their length) in an effort to achieve clarity and brevity in the main contract. For this reason, schedules are often considered to be part of the main contract and are sometimes required to be separately signed by both parties.,

An enclosure refers to documents which are actually inserted (often with other documents) in the same envelope, package, etc. For this reason, it is only appropriate to use the term “Enclosure” when the document is physically contained within an envelope or other packaging (and is mailed to the recipient, rather than e-mailed).

The term supplement is not often used to refer to materials which are appended to a main contract, but instead generally refers to an entirely separate document which adds to, or amends, the original contract (example: a “Supplement to the Lease Agreement” would normally consist of a new document which refers to the original Lease Agreement, rather than being an addendum to the Lease Agreement upon execution).

Drafter's Tip

When drafting a contract use the terms commonly used in your jurisdiction, e.g. "exhibit" in the US and "appendix" in the UK. Regardless of the term you employ, use it consistently throughout the documents and any correspondence surrounding them.