Attachments to contracts

Hello and welcome to TransLegal’s lesson of the week. Today we’re going to be talking about appendices, exhibits, schedules, annexes and attachments.

One of the most common questions in the Legal English context is what to call the materials that supplement 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 settings in which one of the terms is more commonly used.

An appendix is a collection of supplementary material usually at the end of a contract. It can also be at the end of a book in the literary world.

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

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

An annex is another term used to refer to something that’s attached, appended or added to a record or other document. In practice, the term can also be used interchangeably with appendix and exhibit. However, annex is used less frequently than either appendix or exhibit in most legal agreements, with the exception of treaties or similar documents with an international effect. In such cases, annex is commonly used to refer to the materials which supplement the treaty.

An attachment can also be used to refer to items or documents which are appended to a main document. However, the term has recently become more common when used to refer to a document which is attached to an e-mail that can be opened by the recipient separately from the e-mail itself.

And finally, 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.

That’s it for today. If you have any questions about the terms that can be used to describe documents which are supplementary to the main contract, please leave them in a question below and myself or one of my colleagues will get back to you. Thanks.

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