Malcolm ZoppiSun Oct 15 2023
Can a Solicitor Sign a Contract on My Behalf? Explained in Clarity
The ability of a solicitor to sign a contract on your behalf depends on their scope of authority and power of attorney.
Can a Solicitor Sign a Contract on My Behalf? Explained in Clarity
When entering into a legal agreement or contract, one common question that arises is whether a solicitor can sign a contract on your behalf. Solicitors are legal professionals who possess knowledge and skills to assist you with various legal matters, including drafting, reviewing, and executing contracts. As their client, you may wonder if they have the authority to sign and bind you to an agreement without your direct involvement.
The ability of a solicitor to sign a contract on your behalf depends on factors such as their scope of authority and power of attorney. If a solicitor is authorised as your agent, they can legally bind you to a contract, assuming it meets the requirements of a valid agreement. However, it is always recommended to seek legal advice to ensure your interests are protected and to avoid potential disputes or unenforceable agreements.
- A solicitor may sign a contract on your behalf if authorized as your agent
- Valid contracts require specific criteria to be met, including authorization and proper execution
- Seeking legal advice can help you protect your interests and avoid potential disputes
What Is a Solicitor
A solicitor is a legal professional qualified to offer legal advice, draft legal documents, and represent clients in various legal matters. They often work in a firm or a company, providing services to individuals, businesses, and organisations. Solicitors possess in-depth expertise in specific areas of law, which allows them to navigate complex legal matters efficiently and confidently.
As a client, you can engage a solicitor to handle various legal tasks on your behalf. They help you take care of contracts, property transactions, or personal matters such as wills and probate. Additionally, in certain circumstances, a solicitor may act as your agent to sign documents or contracts on your behalf. However, this typically requires you to provide explicit authorisation for the solicitor to act as your representative.
When engaging a solicitor, it is essential to ensure that they are registered with a professional body, such as the Law Society, which regulates their conduct and upholds the standards of the profession. This ensures that the solicitor operates ethically and adheres to the codes of practice relevant to their area of expertise.
In conclusion, a solicitor is a legal professional well-equipped to assist with various legal matters and provide representation in diverse contexts. As a client, it is vital to ensure that you engage a qualified and reputable solicitor to handle your legal needs effectively and professionally.
When entering into a contract, it is essential to understand all aspects of the agreement. A contract is a legally binding document that outlines the terms and conditions agreed upon by the parties involved. Signing a contract is a crucial step in making the agreement legally enforceable.
In some cases, you may need or want a solicitor to sign the contract on your behalf. This can be a valid option as long as the solicitor has the authority to do so. The normal principles of agency apply to solicitors, meaning that if they’re authorised to act on your behalf, the solicitor will have the power to sign a contract on your behalf. However, if they are not authorised or the act is outside the scope of their authority, the contract may not be binding upon you.
A simple contract, unlike a deed, does not require specific formalities like a seal, and exchange contracts can be made without any specific form. However, it is essential to ensure that the contract contains all the necessary elements, such as offer, acceptance, consideration, intention, and capacity of the parties involved.
As you consider having a solicitor sign a contract on your behalf, make sure you understand the risks associated as well as the benefits. If the solicitor has the proper authority and knowledge of your desires and intentions, having them sign on your behalf may be convenient. However, if there is miscommunication or lack of understanding, complications may arise, and the contract may not be what you initially intended.
In conclusion, the validity of a solicitor signing a contract on your behalf largely depends on their authority to act as your agent. Ensure that you understand the contract and its terms, as well as the potential risks and benefits associated with having a solicitor sign on your behalf. It is always wise to consult with a knowledgeable solicitor or legal adviser before proceeding with any contract signing, especially if it may have significant consequences for you or your business.
Roles of a Solicitor in Contract Signing
As a solicitor, you play a crucial role in contract signing, providing guidance and assistance to clients, employees, and companies during the process. When dealing with contracts, your main responsibility is to ensure that your client or law firm’s interests are well represented and protected, and that the contract’s terms are legally sound and enforceable.
One key aspect of your role is to review the contract, ensuring that it accurately reflects the intentions of your client. This involves checking the contract’s provisions, identifying any potential issues, and advising your client on any necessary amendments. Additionally, you must communicate with the other party’s legal representative to negotiate changes and reach an agreement that satisfies both parties.
It is not uncommon for a solicitor to be asked to sign a contract on behalf of their client. In such cases, the normal principles of agency apply, meaning that you, as the solicitor, must have the proper authorisation to make simple contract and bind your client to the contract. If you do not have the necessary authorisation, or if the action is outside the scope of your authority, the contract may not be binding on your client.
You should also be aware of the circumstances in which you may need to obtain a specific power of attorney from your client in order to sign a contract on their behalf. A power of attorney is a legal document that gives you the necessary authority to act on your client’s behalf in specific situations, such as signing a contract. If you are unsure whether you need a power of attorney, it is essential to seek professional advice to ensure that you act within the appropriate legal framework.
As a solicitor, you must also ensure that your client fully understands the contract they are entering into and the potential consequences of signing. This includes providing them with clear explanations of any complex contractual terms, as well as ensuring that they are aware of their rights and obligations under the contract.
In summary, as a solicitor involved in contract signing, your role is to represent and protect your client’s interests, review and negotiate contract terms, obtain the necessary authorisations to sign on behalf of your client, and ensure that they are fully informed and understand the contract. By doing so, you can help both individuals and companies navigate the complexities of contract law and safeguard their interests in contractual agreements.
Electronic Signatures and Solicitors
In today’s digital age, electronic signatures have become increasingly popular and widely accepted for executing contracts. As a client, you might wonder if a solicitor can sign a contract on your behalf using an electronic signature. The answer depends on the circumstances, the type of document, and the level of authorisation given to the solicitor.
When a solicitor is authorised to act on your behalf, they have the power to bind you to a contract. The normal principles of agency apply to solicitors, meaning that an authorised solicitor agent can sign a contract on your behalf and make it legally binding. However, if they are not authorised or the act is outside the scope of their authority, the contract will not be binding.
Electronic signatures can be used to authenticate electronic contracts and secure agreements, as long as all parties involved choose to utilise electronic documents and sign them electronically. Legal recognition of electronic signatures and records is granted under the Electronic Signatures in Global and National Commerce (e-Sign) Act and the Uniform Electronic Transactions Act (UETA), which provide a framework for states to determine the legality of electronic signatures in commercial and government transactions.
In practice, a solicitor may sign a standstill agreement or a similar document on your behalf electronically without the need for a power of attorney, as long as they have the appropriate authorisation from you. However, it is important to ensure that all parties involved are comfortable with electronic signatures and can agree to use them in the relevant transaction.
To summarise, electronic signatures can be a convenient and secure way for solicitors to sign contracts on your behalf, as long as they are authorised to do so and all parties involved accept electronic signing. As a client, it’s crucial to confirm your solicitor’s authorisation and understand the legal implications of electronic signatures before proceeding with any transactions.
Power of Attorney
When considering whether a solicitor can sign a contract on your behalf, it’s important to understand the concept of power of attorney. A power of attorney is a legal document that grants someone the authority to make certain decisions or handle specific matters on behalf of another other person’s authority, referred to as the “donor”. In this case, the solicitor would then act as the attorney for their client.
There are different types of power of attorney that can be created, depending on your needs and circumstances. Typically, an ordinary power of attorney grants the attorney a specific and limited period to make decisions on a donor’s behalf. On the other hand, a lasting power of attorney provides the attorney with the ability to make decisions on behalf of the donor even if they lose mental capacity.
As a client or individual who needs a solicitor to sign a contract or deal with legal matters on your behalf, you must grant them the appropriate power of attorney to do so. To achieve this, you’ll often need to purchase a document from a newsagent or work with your solicitor to create a legally binding power of attorney. This document will outline the specific powers that you wish to grant to your solicitor and the tasks they are permitted to handle on your behalf.
In some instances, a solicitor may act as an agent for a company or individual and sign agreements without the need for a power of attorney, such as a standstill agreement. However, it’s essential to consult with your solicitor and discuss the requirements of your specific situation to understand the appropriate legal actions to take.
Remember that granting a power of attorney involves significant responsibility, and you should only entrust this authority to a solicitor or third-party whom you trust and rely on. It’s also crucial to regularly review your power of attorney arrangements to ensure they continue to serve your best interests.
Execution of Documents by a Solicitor
When it comes to the execution of documents, a solicitor can sign certain agreements on your behalf, but it depends on the nature of the agreement and whether they have the necessary authority. Deeds, for instance, often require a witness or specific signing formalities.
In some cases, like a standstill agreement, a solicitor can act as an agent and sign on your behalf without the need for a power of attorney. Such agreements contain a representation clause which authorises the solicitors of both parties to execute the document on behalf of their respective clients.
If you are dealing with a deed, the process might be different. For a company, there are three ways to execute a document in line with the Companies Act 2006. These methods involve using two authorised signatories (directors or company secretaries), a single director’s signature (which must be witnessed) or an express power to sub-delegate and give appropriate authority to the individual who will be applying the electronic signature.
For other types of agreements that do not necessarily need to be executed in person such as a deed, a solicitor can potentially sign on your behalf, as long as the proper authority is given and the agreement is valid and enforceable.
When dealing with the Land Registry, it is essential to ensure that the execution of any documents, whether signed by a solicitor or not, is done correctly. If documents are not correctly executed, the Land Registry may consider them invalid, leading to delays or potential disputes.
In some situations, a deposit may be required during the execution of an agreement, such as in the case of a mortgage or a property transaction. It is crucial for a solicitor to have a clear understanding of when and how the deposit should be paid, and ensure that any documents relating to the deposit are executed properly.
In summary, it is possible for a solicitor to sign certain documents on your behalf, depending on the nature of the document and the legal requirements. Always consult with your solicitor to ensure the correct procedure is followed in executing any agreements.
What Makes a Contract Valid or Void
When entering into a contract, it’s crucial to ensure that it is valid, meaning it is legally binding and enforceable. To be considered valid, a contract must meet several requirements:
- Agreement: Both parties must reach a mutual understanding, often evidenced by an offer and acceptance. In some cases, a solicitor can act on your behalf during this process if they have the necessary authority.
- Consideration: There should be a mutual exchange of something of value, like goods, services or promises. Each party must give and receive something in return.
- Capacity: The parties involved must have the legal capacity to enter a contract, meaning they are of a sound mind and legal age, and not under the influence of drugs or alcohol.
- Intention: Both parties should have the intention to create a legally binding agreement. The intention can sometimes be shown through the involvement of a solicitor, who helps to clarify the terms and conditions of the contract.
- Form: Depending on the type of contract, it may need to be in a specific form, such as written, verbal or electronic. Some contracts, like property transactions or marriage agreements, have specific legal requirements for their form.
A contract can be void and unenforceable if it fails to meet any of these requirements. Additionally, a contract may be void if:
- Illegality: The purpose of the contract is illegal, such as engaging in criminal activity, or it contravenes public policy.
- Mistake: Both parties have made a genuine and material mistake, which affects the core of the contract. For example, selling a car that is a different model than the one described in the contract.
- Misrepresentation: If one party has provided false information or has misled the other party, the contract may become void.
- Duress or undue influence: If one party was forced or coerced into entering the contract against their will, the contract could be deemed void.
To ensure that your contract is valid and enforceable in court,, it is recommended to consult a solicitor who can provide expert guidance on the matter.
Considerations in England and Wales
When considering whether a solicitor can sign a contract on your behalf in England and Wales, it is important to understand the relevant legal framework and the scope of a solicitor’s authority.
According to the normal principles of agency, a solicitor can bind you to a contract if they are authorised to do so. The Law of Property (Miscellaneous Provisions) Act 1989 sets out specific requirements for the execution of deeds and documents in England and Wales. If a solicitor is not authorised or the relevant act is outside the scope of their authority, the contract will not be binding upon you.
However, there are certain types of agreements, such as a standstill agreement, where a solicitor may act as an agent and sign on your behalf without the need for a power of attorney. It is important to clarify the type of agreement and the scope of the solicitor’s authority before proceeding with any contract.
It is also important to note that when a solicitor signs a contract on your behalf, the other parties may presume that the solicitor has the authority to do so, making the signed contract itself potentially enforceable. Therefore, it is essential to communicate any limitations on the solicitor’s authority with the other parties involved.
In summary, a solicitor can sign a contract on your behalf in England and Wales, provided they have the proper authority to do so. It is important to ensure that your solicitor is knowledgeable about the relevant laws and regulations, including the Law of Property (Miscellaneous Provisions) Act 1989, to avoid any potential issues. Communication with your solicitor and the other parties involved is crucial to ensure that the contract is executed correctly and in your best interests.
When engaging in overseas transactions, it’s crucial to be aware of the legal requirements and implications of having a solicitor sign a contract on your behalf. The rules and regulations governing solicitors’ ability to act on your behalf in overseas matters may vary depending on the jurisdiction.
If you’re dealing with a cross-border contract, it’s essential to understand the authority of your solicitor in the foreign jurisdiction. In some cases, a solicitor may be able to sign on your behalf, provided that they comply with the relevant local regulations and professional standards. This may require them to collaborate with an overseas legal representative, or to have specific qualifications or registrations.
Additionally, be mindful of the different legal systems and contractual requirements that may apply in the foreign jurisdiction. To avoid potential disputes, it’s a good practice to consult with a local legal expert or seek advice from an experienced international solicitor. This can help ensure that any contract you enter into meets the local legal requirements and adequately protects your interests.
Lastly, communication is key in any overseas contract negotiation. Make sure to establish open lines of communication between your solicitor and any foreign parties involved. This will allow for timely updates on the progress of the negotiations and ensure that all parties are on the same page.
In summary, while a solicitor may be able to sign a contract on your behalf in an overseas transaction, it’s vital to pay close attention to the local legal requirements and ensure effective communication throughout the process. By doing so, you’ll be better equipped to navigate the complexities of international contracts and safeguard your interests.
Dealing with Unenforceable Contracts
If you find yourself in a situation where a solicitor has signed a contract on your behalf without the proper authority, you may be dealing with an unenforceable contract. In such cases, it is essential to understand the implications of unenforceable contracts and how to address them.
Firstly, it is vital to establish whether the solicitor had the required authority to sign the contract on your behalf. Solicitors can act as agents for their clients, but they must be authorised to bind the client to a contract. If the solicitor lacked the necessary authorisation, the contract might not be enforceable against you.
When a contract is deemed unenforceable, it means that one or more parties cannot legally enforce the terms of the agreement. This can occur for various reasons, such as lacking the proper authority to sign, illegality, or unconscionability. In these instances, the contract may be rendered void, meaning no obligations can be imposed on either party.
If you believe a contract signed by a solicitor on your behalf is unenforceable, it is essential to seek legal advice as soon as possible. Your solicitor can help you determine if there are any grounds for challenging the enforceability of the contract and assist you in navigating the legal process.
In some cases, a court may decide that although the contract is unenforceable, there may be an equitable remedy available to the parties. This can include remedies such as restitution of money or compensation for unjust enrichment. It is vital to consult with your solicitor about your options in this regard.
Finally, remember that dealing with unenforceable contracts can be a complex and time-consuming process. To prevent such situations, ensure that your solicitor clearly outlines the scope of their authority and that both parties are aware of the terms and conditions of the contract before signing. With proper communication and understanding, you can avoid the challenges associated with unenforceable contracts and fully protect your interests.
The Role of Director, Partner, and Member
When it comes to signing contracts on your behalf, different entities can play various roles, and understanding these roles can help ensure your agreements are executed correctly. This section discusses the roles of a director, partner, and member in relation to contracting and signing documents on your behalf.
Directors are typically responsible for managing a company’s affairs, including entering into various agreements. When you authorise a director to sign a contract on your company’s behalf, they can legally bind the company, ensuring that the agreement is valid and enforceable. Directors are generally authorised to sign contracts on behalf of a company, although it is always important to ensure the company’s Articles of Association or other internal agreements grant them this power.
Partners are individuals who share the responsibility for managing a partnership, which is a form of business structure. Like directors, partners have the authority to sign contracts on behalf of the partnership, particularly when it comes to legal documents. However, it is essential to note that specific partnership agreements might place limits on a partner’s authority or require the agreement of all or a majority of partners before committing the partnership to a contract. As a partner, you should familiarise yourself with the partnership agreement to avoid any unwelcome surprises.
Members in the context of signing contracts usually relate to members of a Limited Liability Partnership (LLP) or other forms of membership-based organisations, such as clubs or associations. Similar to directors and partners, members may have the authority to sign contracts on behalf of the entity. However, this authority might be limited based on the terms of the LLP agreement, the organisation’s governance rules, or other internal documentation.
As for solicitors, they can sometimes sign contracts on your behalf, particularly when they act as your agent or representative with the necessary authorisation. However, this is more common in simple contracts rather than deeds, and specific circumstances may warrant a power of attorney.
In conclusion, it is essential to familiarise yourself with your organisation’s governing documents and the authorities granted to directors, partners, members, and potential solicitors or representatives. This understanding will help ensure that your contracts are signed and executed correctly and legally binding on all parties involved.
Legal Advice and Solicitor’s Duty
When you seek legal advice from a solicitor, their primary duty is to provide you with accurate and appropriate guidance on matters related to the contract in question. They are obligated to maintain confidentiality with regards to your affairs and ensure that your best interests are protected throughout the process. In some cases, a solicitor may act as an agent to sign a contract on your behalf.
A solicitor’s role in providing legal advice on a contract covers various aspects, such as interpretation of terms, understanding your rights and responsibilities, and identifying any potential risks or disputes that may arise. It is important to ensure that your solicitor has the necessary qualifications and experience to deal with your particular situation to receive the best possible advice.
As part of a solicitor’s duty, they must act in your best interests and align their actions with your instructions. This includes ensuring that any contract they sign on your behalf is in line with your intentions and fully understood by you. In some cases, a solicitor may require a power of attorney to sign a contract on your behalf, depending on the nature of the agreement.
When engaging a solicitor for legal advice and representation, it is essential to communicate your expectations and requirements clearly. This helps the solicitor understand your needs and allows them to provide tailored advice that addresses your specific situation. Additionally, ensure that you fully comprehend and accept the advice provided by the solicitor before moving forward with any decisions related to the contract.
In conclusion, a solicitor can offer valuable legal advice and potentially sign a contract on your behalf, depending on the circumstances. Ensuring that you have a clear understanding of their role, duties and the contract itself is crucial for a successful partnership and achieving your desired outcome.
Conveyancing and Its Relevance
Conveyancing is the legal process of transferring ownership of a property from one party to another. It involves the preparation, negotiation, and review of contracts and other related documents. As a buyer or seller, you may be wondering whether a solicitor can sign a contract on your behalf during this process and if so, what is their role and responsibility?
In conveyancing transactions, a solicitor is responsible for ensuring that the legal aspects of the property transfer are in order and compliant with relevant laws and regulations. Their main tasks include conducting searches, obtaining necessary documentation, liaising with the other party’s solicitor, and providing legal advice on the transaction.
In some cases, a solicitor might have to sign a contract on your behalf during the conveyancing process. This can happen when, for instance, you’re not available to sign the document yourself or when the solicitor has been granted express authority to do so. It’s important to note that solicitors are bound by professional guidelines and must act in your best interest.
Before signing a conveyancing contract on your behalf, the solicitor will need to obtain your explicit consent. This is typically done through written communication, such as a letter or an email exchange. Once consent is granted, the solicitor will review the contract thoroughly and ensure that all terms are understood and agreed upon by both parties.
Even though it’s possible for a solicitor to sign a contract on your behalf during the conveyancing process, it’s not advisable to rely solely on this method. It’s crucial to stay involved and informed throughout the transaction, as well as to maintain clear and open communication with your solicitor. This will help you be fully aware of your rights and obligations, preventing any potential complications or misunderstandings down the line.
Importance of Witnesses
When you engage a solicitor to handle your contracts, it’s crucial to understand the role of witnesses in the signing process. Witnesses are an essential aspect of contract execution because they help ensure the legitimacy of the agreement and can serve as evidence in the event of a dispute.
In most cases, a witness only needs to observe you signing the contract and then sign it themselves. This process confirms that they saw you sign the document. It’s essential that the witness actually views you signing the agreement, rather than witnessing a pre-signed piece of paper.
For simple contracts, a witness’s presence may not be necessary. However, for the execution of deeds or other more formal documents, having a witness present might be a requirement. Engaging a solicitor as a witness can be particularly advantageous because they possess the legal expertise to understand the implications of the contract.
A solicitor may also sign a contract on your behalf in specific circumstances. Typically, they need express or implied authority to do so, either by the nature of their engagement or through a designated power of attorney. This signing authority ensures that the contract is executed correctly and in compliance with the legal requirements.
When choosing a witness for your contract signing, it’s advisable to select someone who is impartial and not closely related to the transaction, such as a family member or business partner. An unbiased witness strengthens the credibility of the contract’s execution and minimises the likelihood of conflicts of interest arising.
In summary, witnesses are a vital part of the contract signing process, adding credibility and legitimacy to the agreement. As a solicitor can also serve as a witness or sign on your behalf, engaging their services can provide added assurance that your contract is legally valid and enforceable.
Practical Law Trial and Thomson Reuters
When dealing with contracts, it might be necessary for a solicitor to sign on your behalf. To better understand and discuss this matter, it is advisable to consult resources such as those provided by Practical Law Trial and Thomson Reuters.
Practical Law offers resources, including articles and advice from experienced professionals, that can provide you with a better understanding of whether a solicitor can sign a contract on your behalf. Their system offers updated information and legal trends to help you stay informed of any developments in the field.
Thomson Reuters is a renowned global information provider whose products and services include those offered by Practical Law. By utilising their resources, you can feel confident that you are accessing reliable and accurate information about legal matters, such as solicitors signing contracts on behalf of clients.
In situations where you require a solicitor to sign a contract on your behalf, it is important to ensure that they have the necessary authority and adhere to the Solicitors’ Code of Conduct. You can verify their professional standing by checking relevant databases like Companies House and by consulting your own legal counsel if necessary.
Practical Law Trial and Thomson Reuters give you access to valuable information that can help you make informed decisions and navigate the complexities of contracts and solicitor involvement. By staying informed and consulting these resources, you increase your chances of making informed decisions and ensuring that your legal matters are handled professionally and accurately.
Frequently Asked Questions
Can a solicitor legally sign documents for their clients?
Yes, a solicitor can sign documents on behalf of their clients, provided they have the appropriate authority to do so. The normal principles of agency apply to solicitors, meaning that if they are authorised to act as an agent, they can bind their client to a contract. However, if they are not authorised or the relevant act is outside the scope of their authority, the contract will not be binding upon the client.
What authority does a law firm need to sign contracts for clients?
For a solicitor to sign contracts on behalf of their clients, they must have clear evidence of authorisation. This can be demonstrated through written agreements such as a “Power of Attorney” or an “Authority” to act on the client’s behalf. If the client engages the solicitor’s services and provides them with instructions in the course of their appointment, this may also be considered as a form of authorisation.
Who is authorised to sign a contract on behalf of a company?
Typically, a company’s board of directors or senior management is authorised to sign contracts on behalf of the company. In some cases, a company may also authorise a solicitor or another person to sign a contract on its behalf. The signatory must have the appropriate level of authority to enter into legally binding agreements for the company.
Find out more!
If you want to read more in this subject area, you might find some of our other blogs interesting:
- How Does a Share Purchase Agreement Work?
- What is Due Diligence in Law?
- Can a Non-Lawyer draft a contract?
- How to Write a Legally Binding Contract: Expert Guidance for Success
- 5 Things to Include in a Business Purchase Agreement
- Do I Need a Lawyer for Buying a Business?
- Who Gets the Money When a Company is Sold?
- Legal Considerations on the Purchase or Sale of a Business
Disclaimer: This document has been prepared for informational purposes only and should not be construed as legal or financial advice. You should always seek independent professional advice and not rely on the content of this document as every individual circumstance is unique. Additionally, this document is not intended to prejudge the legal, financial or tax position of any person.
Read more articles from our Knowledge Hub
Explore a wealth of resources designed to educate, inspire, and empower your decision-making process.
Deciding Should You Buy or Rent Commercial Premises?
When starting or expanding a business, one of the most critical decisions to make is whether to buy or rent commercial premises. It is a decision that requires careful consideration of several factors, including the current property market, business goals, and specific needs of the business premises. The property market in the United Kingdom is […]
Selling Commercial Property at Auction: Ultimate Guide
When it comes to selling commercial property, there are several methods available. However, selling at auction can be an excellent option for those looking for a fast and efficient sale. In this ultimate guide, we will explore everything you need to know about selling commercial property at auction, from the benefits and risks to the […]
Understanding What is an Uplift Clause: All You Need to Know
When it comes to contract dealings, understanding the nuances of specific clauses is crucial, as they can have significant impacts on contractual outcomes. In the realm of UK-focused contracts, one such clause that requires attention is the uplift clause. An uplift clause is a specific contractual provision that aims to capture the increase in value […]