Contract refers to Appendix A - does Appendix A need to be signed?

[ChickenLidl]

I'll try and keep this as brief as possible, also trying not to give too much away...

If a contract refers to Appendices (Appendix A is particularly important here), should these Appendices be titled as such and signed?

The Appendix A in question is an excel spreadsheet. It hasn't got 'Appendix A' at the top, nor is it signed, so how could it be proved that this is indeed the list referred to in the contract?

Still trying to be a bit vague, if anything on Appendix A has increased in value, the contract states that 20% of the increase is due.

Any thoughts most welcome, I know it's difficult with vague info

Most lawyers would give it a heading but not have it signed.
if it does not have a heading it could sill be valid. If it is stapled in and clearly what the parties meant then it would be pretty hard to argue it did not apply.

So someone were trying to argue it was totally the wrong document they would look at the emails passing before signature, interview the people around at the time and get all that information on whether this excel is the right one or a false one. I suspect it is very very likely it is the right one and the absence of the name does not matter. Check if the agreement says English law though as a good few countries but not this one require even every page initialed.

The Appendix should either be headed Appendix A, or have a cover sheet stapled to it referring to it as such.

Thanks for replies. The copy of the contract we have does not have the appendices attached. They have been sent separately.

There is a potential dispute about the validity of this list, which is why I'm surprised it's not attached to the contract copy or referenced in any way!

As mc says you would usually expect it to be named. However things can still be part of contracts if not headed. What you look for is if something likes suspicious. So i would be asking to see the emails sent just before it was signed which might show what version of the excel sheet was the one being bandied around. There might also be a last but one version or email which had everything attached. Also look at its dates. It might show it was altered or added later.

When you say not referenced in any way does the original contract refer to an appendix A or say attached is XYZ?

Not making myself very clear, sorry. When I said referenced, I meant the print out of the sheet not having a heading or anything to link it to the contract.

You're quite right though, there's bound to be an email trail. I'll have a dig back through them. Sheet was modified several times though, sometimes changes were agreed in email, other times via phone or at face to face meeting.

Tracking down the final version could prove difficult!

Yes, to the contract says XYZ is in appendix A. The appendix has no name and is not now attached and indeed may never have been attached so we need to find out which version was expected. When you say modified several times and agreed by email that probably is enough to change it. Read the contract - it is likely to have a clause saying this agreement can only be varied - and set out the ways it can be varied. Even so if both sides agreed it by email and it says only varied in writing there is a good chance the agreement by email may be enough. You need to go back to the very last clearly agreed version. If a later one was sent out but rejected by the other side then it will not apply. If it was not rejected and received but they did not email back saying it was agreed then that makes it less certain and it may still be an effective change but more doubtful. Given the uncertainties unless there is a lot of money at stake it is probably better people on both sides just compromise over the figures and agree something now which is in the middle of both positions.